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Notes to Accounts of NIIT Ltd.

Mar 31, 2023

Provisions and Contigent Liabilty

Provisions are recognised when the Company has a present legal or constructive obligation as a result of past events,
it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably
estimated. Provisions are not recognised for future operating losses.

Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined
by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with
respect to any one item included in the same class of obligations may be small.

Provisions are measured at the present value of management''s best estimate of the expenditure required to settle the
present obligation at the end of the reporting period. The discount rate used to determine the present value is a pre-tax
rate that reflects current market assessments of the time value of money and the risks specific to the liability.

Provisions for onerous contracts are recognised when the expected benefits to be derived by the Company from a
contract are lower than the unavoidable costs of meeting the future obligations under the contract. The provision is
measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost
of continuing with the contract. Before a provision is established the Company recognizes any impairment loss on the
assets associated with that contract.

w) Employee benefits

(i) Short-term obligations

Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12
months after the end of the period in which the employees render the related service are recognised in respect of
employees'' services up to the end of the reporting period and are measured at the amounts expected to be paid when
the liabilities are settled. The liabilities are presented as current employee benefit obligations in the balance sheet.

(ii) Other long-term employee benefit obligations

The liabilities for earned leave and sick leave are not expected to be settled wholly within 12 months after the
end of the period in which the employees render the related service. They are therefore measured as the present
value of expected future payments to be made in respect of services provided by employees up to the end of the
reporting period using the projected unit credit method. The benefits are discounted using the market yields at the
end of the reporting period that have terms approximating to the terms of the related obligation. Remeasurement
as a result of experience adjustments and changes in actuarial assumptions are recognised in profit or loss.
The obligations are presented as current liabilities in the balance sheet if the entity does not have an unconditional
right to defer settlement for at least twelve months after the reporting period, regardless of when the actual settlement
is expected to occur.

(iii) Post-employment obligations

The Company operates the following post-employment schemes:

- Defined benefit plans such as Gratuity and Compensated Absences.

- Defined contribution plan such as Provident fund, Superannuation Fund, Pension fund and National Pension system.
Gratuity

The liability or asset recognised in the balance sheet in respect of defined benefit gratuity plans is the present value of
the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit
obligation is calculated annually by actuaries using the projected unit credit method.

The present value of the defined benefit obligation denominated in Rs. is determined by discounting the estimated future
cash outflows by reference to market yields at the end of the reporting period on government bonds that have terms
approximating to the terms of the related obligation.

The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and
the fair value of plan assets. This cost is included in employee benefit expense in the Statement of Profit and Loss.

Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are
recognised in the period in which they occur, directly in other comprehensive income. They are included in retained
earnings in the Statement of Changes in Equity and in the balance sheet.

Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are
recognised immediately in profit or loss as past service cost.

Compensated absences

Liability in respect of compensated absences is provided for both encashable leave and those expected to be availed.
The Company has defined benefit plans for compensated absences for employees, the liability for which is determined
on the basis of an actuarial valuation at the end of the year using projected unit credit method. Any gain or loss arising
out of such valuation is recognised in the Statement of Profit and Loss as income or expense as the case may be.
Accumulated compensated absences, which are expected to be availed within twelve months from the end of the year
are treated as short term employee benefits. The obligation towards the same is measured at the expected undiscounted
cost of accumulated compensated absences expected to be availed based on the unutilised entitlement at the year end.
Provident fund

The Company makes contribution to the "NIIT Limited Employees'' Provident Fund Trust" for certain entities in India,
which is a defined benefit plan to the extent that the Company has an obligation to make good the shortfall, if any,
between the return from the investments of the trust and the notified interest rate. The Company''s obligation in this
regard is actuarially determined using projected unit credit method and provided for if the circumstances indicate that
the Trust may not be able to generate adequate returns to cover the interest rates notified by the Government.

The Company''s contribution towards Provident Fund is charged to Statement of Profit and Loss.

Superannuation fund

The Company makes defined contribution to the Trust established for the purpose by the Company towards
superannuation fund maintained with Life Insurance Corporation of India. The Company has no further obligations
beyond its monthly contributions. Contribution made during the year is charged to Statement of Profit and Loss.
Pension Fund

The Company makes defined contribution to a government administered pension fund towards it''s pension plan on
behalf of its employees. The Company has no further obligations beyond its monthly contributions. The contribution
towards Employee Pension Scheme is charged to Statement of Profit and Loss.

National Pension System

The Company makes defined contribution towards National Pension System for certain employees for which Company
has no further obligation. Contributions made during the year are charged to Statement of Profit and Loss.

x) Share based payments - Employee stock option plan (ESOP)

The Company operates equity settled employee share based employee settled plan. The fair value of options granted
under the ''NIIT Employee Stock Option Plan 2005'' is recognised as an employee benefits expense with a corresponding
increase in equity. The total amount to be expensed is determined by reference to the fair value of the options granted:

â¢ including any market performance conditions (e.g., the entity''s share price)

â¢ excluding the impact of any service and non-market performance vesting conditions (e.g. profitability, sales growth
targets and remaining an employee of the entity over a specified time period), and

â¢ including the impact of any non-vesting conditions (e.g. the requirement for employees to save or holdings shares
for a specific period of time).

The total expense is recognised over the vesting period, which is the period over which all of the specified vesting
conditions are to be satisfied. At the end of each period, the entity revises its estimates of the number of options that
are expected to vest based on the non-market vesting and service conditions. It recognises the impact of the revision to
original estimates, if any, in profit or loss, with a corresponding adjustment to equity.

y) Share capital
Equity share capital

Issuance of ordinary shares are recognised as equity share capital in equity. Incremental costs directly attributable to the
issuance of new equity shares are recognised as a deduction from equity, net of any tax effects.

z) Dividends

The final dividend on shares is recorded as a liability on the date of approval by the shareholders and interim dividends
are recorded as a liability on the date of declaration by the Company''s Board of Directors.

The Company declares and pays dividends in Indian rupees. Companies are required to pay/distribute dividend after
deducting applicable taxes. The remittance of dividends outside India is governed by Indian law on foreign exchange
and is also subject to withholding tax at applicable rates.

aa) Earnings per share

(i) Basic earnings per share

Basic earnings per share is calculated by dividing the profit attributable to owners of the Company by the weighted
average number of equity shares outstanding during the financial year.

(ii) Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account:

â¢ the after income tax effect of interest and other financing costs associated with dilutive potential equity shares, and

â¢ the weighted average number of additional equity shares that would have been outstanding assuming the conversion
of all dilutive potential equity shares.

ab) Fair value measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. The fair value measurement is based on the presumption that the
transaction to sell the asset or transfer the liability takes place either:

- In the principal market for the asset or liability, or

- In the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible to/ by the Company.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the
fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement
as a whole:

Level 2: The fair value of financial instruments that are not traded in an active market (for example foreign exchange
forward contracts) is determined using valuation techniques which maximize the use of observable market data and
rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are
observable, the instrument is included in level 2.

For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company determines
whether transfers have occurred between levels in the hierarchy by reassessing categorisation (based on the lowest level
input that is significant to the fair value measurement as a whole) at the end of each reporting period.

For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of
the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.
The Company measures financial instruments, such as, investments (other than investment in subsidiaries), at fair value
at each reporting date.

ac) Critical accounting estimates and judgements

In preparing these financial statements, management has made judgements, estimates and assumptions that affect the
application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results
may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised prospectively.

Information about significant areas of estimation/uncertainty and judgements in applying accounting policies that have
the most significant effect on the financial statements are as follows:

- measurement of defined benefit obligations: key actuarial assumptions - refer notes 2w and 26.

- measurement of useful life and residual values of property, plant and equipment -refer note 2o and 3.

- judgement required to determine grant date fair value technique -refer notes 2x and 27.

- fair value measurement of financial instruments - refer notes 2ab and 28.

- judgement required to determine probability of recognition of deferred tax assets - refer note 2g.

There are no assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment
within the next financial year.

ad) Exceptional items

Exceptional items refer to items of income or expense within the income statement that are of such size, nature or
incidence that their separate disclosure is considered necessary to explain the performance for the period.

Materiality threshold can be used to select items to be disclosed as exceptional on case to case basis. This threshold
would be applied separately for standalone as well as consolidated financial statements. However, in case an item
qualifies for disclosure in standalone financial statements but not in consolidated financial statements or vice versa, this
would need to be evaluated on case to case basis.

Basis the above analysis, mainly following items would be evaluated for disclosure as exceptional items:

a) Business Combination: Impact of one-time accounting policy alignment / unusual write off / impairment of assets
arising as a result of business combination, including transaction cost.

b) Fair valuation gains on business combination.

c) Reassessment / Change in life of asset (in case of re-evaluation of business/product, impact of all assets specific
to that business/product to be considered for applying the threshold).

d) Disputed regulatory / tax levies including tax rate change having retrospective impact (other than impact on
account of restatement of deferred tax asset / liability for tax rate change) â only impact for the past periods to be
disclosed as exceptional.

e) Provision for other than temporary diminution in the value of non-current investment.

f) Shareholders'' dispute settlement arising out of merger / acquisition transactions.

g) Write-downs of inventories to net realisable value or of property, plant and equipment to recoverable amount, as
well as reversals of such write-downs.

h) Restructurings of the activities of an entity and reversals of any provisions for the costs of restructuring.

In case of other significant item of income or expense, not covered above, the same would be evaluated on a case to
case basis for disclosure under exceptional items.

ae) Non-current assets held for sale and discontinued operations

Non-current assets (or disposal Company) are classified as held for sale if their carrying amount will be recovered
principally through a sale transaction rather than through continuing use and a sale is considered highly probable. They
are measured at the lower of their carrying amount and fair value less cost to sell, except for assets such as deferred tax
assets, assets arising from employee benefits, financial assets and contractual rights under insurance contracts, which
are specifically exempt from this requirement.

An impairment loss is recognised for any initial or subsequent write-down of the asset (or disposal Company) to fair
value less costs to sell. A gain is recognised for any subsequent increase in fair value less costs sell of an asset (or
disposal Company), but not in excess of any cumulative impairment loss previously recognised. A gain or loss not
previously recognised by the date of the sale of the non-current asset (or disposal Company) is recognised at the date
of derecognition.

Non-current assets (including those that are part of a disposal Company) are not depreciated or amortised while they
are classified as held for sale. Interest and other expenses attributable to the liabilities of a disposal Company classified
as held for sale continue to recognised.

Non-current assets classified as held for sale and the assets of a disposal Company classified as held for sale are
presented separately from the other assets in balance sheet. The liabilities of a disposal Company classified as held for
sale are presented separately from other liabilities in balance sheet.

A discontinued operations is a component of the entity that has been disposed off or is classified as held for sale and
that represents a separate major line of business or geographical area of operations, is part of a single co-ordinated
plan to dispose off such a line of business or area of operations, or is a subsidiary acquired exclusively with a view to
resale. The results of discontinued operations are presented separately in the statement of profit and loss.

Mar 31, 2022

Footnotes:-

(i) On February 19, 2020, the members of the NIIT Institute of Process Excellence Limited passed a special resolution at the extra-ordinary general meeting of the Company to liquidate the Company by way of voluntary liquidation. The Company shall from the date of the commencement of liquidation i.e. February 19, 2020, cease to carry on its business except as far as required for the beneficial winding up of its business. During the process of liquidation, the Liquidator had distributed an interim amount of Rs. 220 Million to the Shareholder (NIIT Limited), post realisation of assets and payment of liabilities. The voluntary liquidation of NIPE is in progress.

(ii) On February 19, 2020, the members of the NIIT Yuva Jyoti Limited (NYJL) passed a special resolution at the extra-ordinary general meeting of the Company to liquidate the Company by way of voluntary liquidation. The Company shall from the date of the commencement of liquidation i.e. February 19, 2020, cease to carry on its business except as far as required for the beneficial winding up of its business. During the year, NCLT vide its order dated February 25, 2022, read with the rectification order dated March 23, 2022 approved the dissolution of NYJL with effect from February 25, 2022. Consequent to the above, all the shares held by the Company in NYJL were cancelled.

(iii) During the financial year 2019-20, the Company decided to divest NIIT Learning Systems Limited (NLSL) [Formerly known as Mindchampion Learning Systems Limited], to a strategic or financial investor. Therefore as per provisions of Ind AS 105 - ''Non-current assets held for sale and Discontinued Operations'', the investment made by the Company in NLSL was classified as Asset held for Sale''.

The Board of Directors in its meeting held on January 28, 2022 decided not to pursue the process of divestment of NLSL and leverage its assets and resources of the company for its offerings in the education sector and house the CLG Business Undertaking under the Scheme. Consequently, as per Ind AS 105 the investment of NLSL has been reclassified as non-current investment with corresponding restatement in the previous year [Refer note 38(ix)].

(iv) During the year, the Company entered into Share Purchase Agreement and other transaction documents with RPS Consulting Private Limited ("RPS") and promoters/existing shareholders of RPS to acquire 70% equity shareholding (on a fully diluted basis) for a consideration of Rs. 826.61 Million. The remaining 30% shareholding of RPS will be acquired by the Company in next 2 tranches based on achievement of certain financial milestones in terms of the transaction documents. Acquisition related cost of Rs. 5.78 Million that are directly attributable to the acquisition of investment in RPS, has been added to the cost of the investment and other indirect cost has been recognised as an exceptional item in the statement of profit and loss for the year ended March 31,2022.

(v) The Board of Directors of the Company at its meeting held on June 4, 2021, approved the merger of Eagle International Institute, Inc., USA (step down subsidiary of the Company) with its holding company i.e. NIIT (USA) Inc., USA (a wholly owned subsidiary of the Company). The merger has been made effective from July 1,2021.

* Paid up share capital includes Rs. 0.01 Million originally paid up towards 6,000 forfeited shares.

#During the year, the Company has concluded the buyback of 9,875,000 equity shares at a price of Rs. 240 per equity share ("Buyback") as approved earlier by the Board of Directors on December 24, 2020. Buyback was completed on May 7, 2021 and the equity shares bought back were extinguished on May 11,2021. Total outflow of Rs. 2,370 Million has been utilised from the share capital, securities premium account and retained earnings, in line with the requirement under the Companies Act 2013. Further tax on Buyback and Buyback related expenses amounting to Rs. 552.12 Million and Rs. 15.12 Million (Previous year: Rs. 16.57 Million) respectively have also been utilised from retained earnings. Additionally, Capital Redemption Reserve of Rs. 19.75 Million (equivalent to nominal value of the equity shares bought back) has been created out of retained earnings, in line with the requirement under the Companies Act 2013. Consequent to extinguishment of shares so bought back, the paid-up equity share capital has been reduced by Rs. 19.75 Million (Refer note 13).

c) Terms / rights attached to equity shares

The Company has only one class of equity shares having par value of Rs. 2 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend (excluding interim dividend) proposed by the Board of Directors, if any, is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

d) Shares reserved for issue under options

Information relating to Employee Stock Option Plan, including details of options issued, granted, exercised and lapsed during the financial year and options outstanding at the end of the reporting year, is set out in Note 27.

Footnotes:

(i) Capital reserve represents the reserve created on Amalgamation and Business Combinations.

(ii) The amount represents the additional amount shareholders paid for their issued shares that was in excess of the par value of those shares. The same can be utilised for the items specified under section 52 of Companies Act, 2013.

(iii) During the year, the Company has transferred employee stock option outstanding of Rs. 2.36 Million (Previous year Rs. 5.98 Million) to retained earnings on account of lapse of vested options.

(iv) As per Companies Act, 2013, capital redemption reserve is created when Company purchases its own shares out of free reserves or security premium. A sum equal to the nominal value of shares so purchased is transferred to capital redemption reserve. The reserve can be utilised in accordance with the provisions of Section 69 of Companies Act, 2013.

(v) The Company uses hedging instruments as part of its management of foreign currency risk associated with its highly probable forecasted transactions, i.e., revenue, as described in Note 29. The Company uses Foreign Currency Forward Contracts which are designated as Cash Flow Hedges for hedging foreign currency risk. To the extent these hedges are effective, the change in fair value of the hedging instrument is recognised in the Cash Flow Hedging Reserve. Amount recognised in the Cash Flow Hedging Reserve is reclassified to profit or loss when the hedged item effects profit and loss, i.e., Revenue.

#Details of Interest and Security given against loans :-

During the year, the Company has repaid foreign currency loan of USD 0.96 Million equivalent to Rs. 66.67 Million which was fully hedged by converting it from the floating rate in USD 3 Month Libor with spread of 135 bps into fixed rate Rupee loan through a currency swap at a spot reference (USD INR) exchange rate of USD 1 = INR 68.98, through full maturity of the loan. The said loan was secured by way of whole of the Company''s tangible and intangible, moveable fixed assets, both present and future, land and building of the Company at Sector-34, Gurugram. The rate of interest on fully hedged equivalent loan amount was fixed at 9.25% p.a. for the tenure of

Footnotes:

(i) During the previous year, the Company continued to accelerate transition from face to face learning to Digital in its Skills & Careers business. Based on student choices in the changed environment and considering viability of Company operated education centres, the Company had decided to vacate some of its leased premises in India. Accordingly, net carrying amount of right-of-use assets, lease liabilities and security deposit in respect of such leased premises amounting to Rs. 25.42 Million had been reversed as exceptional income and the Company had also incurred additional expenses amounting to Rs. 28.77 Million for committed contracts, other related expenses and compensation to vendors amounting to Rs. 9.00 Million recognised as exceptional expenses.

(ii) During the previous year, the Company had availed rent concessions of Rs. 7.92 Million from lessors on account of COVID-19 and recorded the same as exceptional income in the statement of profit and loss consequent to amendment in Ind AS 116 "Leases".

(iii) Based on the reassessment of carrying value of its investment and loan in NLSL, the Company had made an additional provision for impairment of investment for Rs. Nil (Previous year Rs. 682.53 Million) and also (reversed) the provision of impairment of loan amounting to Rs. Nil (Previous year Rs. 300 Million) as exceptional item in the statement of profit and loss for the year [Refer note 8(i)].

B) Defined Benefit Plans I. Provident Fund

The Company makes contribution to the "NIIT LIMITED EMPLOYEES'' PROVIDENT FUND TRUST" ("the Trust"). The Company contributed Rs. 54.19 Million (Previous year Rs. 37.44 Million) including Rs. 3.12 Million (Previous year Rs. 1.10 Million) in respect of Key Management personnel during the year to the Trust. The same has been recognised in the statement of profit and loss under the head employee benefit expenses. The Company contributed Rs. 0.09 Million (Previous year Rs. 0.23 Million) to the trust. The same has been recognised in the statement of profit and loss from discontinued operations.

The Company has an obligation to make good the shortfall, if any, between the return from the investments of the Trust and the notified interest rate. The Company''s obligation in this regard is actuarially determined and provided for if the circumstances indicate that the Trust may not be able to generate adequate returns to cover the interest rates notified by the Government.

The guidance on implementing Ind AS 19 Employee Benefits , issued by Accounting Standards Board (ASB) of The Institute of Chartered Accountants of India, states that benefits involving employer established provident fund trust, which require interest shortfall to be compensated by the employer is required to be considered as Defined Benefits Plans. The actuary has provided a valuation and based on the below mentioned assumptions, determined that there is no short fall as at March 31,2022.

Each year, the board of trustees reviews the level of funding in the provident fund plan. Such a review includes the assets-liability matching strategy and investment risk management policy. This includes employing the use of annuities and longevity swaps to manage the risks. The board of trustees decides its contribution based on the result of this annual review.

The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied for calculating the defined benefit liability recognised in the balance sheet.

Risk exposure

Through its defined benefit plans, the Company is exposed to a number of risks, the most significant of which are market volatility, changes in inflation, changes in interest rates, rising longevity, changing economic environment, regulatory changes etc. The Company ensures that the investment positions are managed within an asset-liability matching framework that has been developed to achieve investments which are in line with the obligations under the employee benefit plans. Within this framework, the Company''s asset-liability matching objective is to match assets to the obligations by investing in securities to match the benefit payments as they fall due.

The Company actively monitors how the duration and the expected yield of the investments are matching the expected cash outflows arising from employee benefit obligations. The Company has not changed the processes used to manage its risks from previous periods. Investments are well diversified, such that failure of any single investment should not have a material impact on the overall level of assets.

27 Share Based Payments

(a) Employee option plan

During the year 2005-06, the Company had established NIIT Employee Stock Option Plan 2005 "ESOP 2005" and the same was approved at the General Meeting of the Company held on May 18, 2005. The plan was set up so as to offer and grant, for the benefit of employees (excluding promoters) of the Company, who are eligible under "Securities and Exchange Board of India (SEBI) (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999", options of the Company in one or more tranches, and on such terms and conditions as may be fixed or determined by the Board, in accordance with the provisions of law or guidelines issued by the relevant authorities in this regard.

As per the plan, each option is exercisable for one equity share of face value of Rs. 2 each (Rs. 10 each pre bonus and split) fully paid up on payment to the Company, at a price to be determined in accordance with ESOP 2005. ESOP information is given for the number of shares after sub-division and Bonus issue.

28 Fair value measurements

(i) Fair value hierarchy

To provide indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard explained below:

Level 2: The fair value of financial instruments that are not traded in an active market (for example foreign exchange forward contracts) is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities, contingent consideration and indemnification asset included in level 3. The Company''s policy is to recognize transfers into and transfers out of fair value hierarchy levels at the end of reporting period.

(ii) Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:

- The use of quoted market prices for similar instruments.

- The fair value of forward foreign exchange contracts is determined using Mark to Market Valuation by the respective bank at the balance sheet date.

29 Financial Risk Management

The Company''s principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Company''s operations and to provide guarantees to support its operations. The Company''s principal financial assets include trade and other receivables, and cash and short-term deposits that derive directly from its operations.

The Company is exposed to market risk, credit risk and liquidity risk. The Company''s senior management oversees the management of these risks. The Company''s senior management is supported by a financial risk committee that advises on financial risks and the appropriate financial risk governance framework for the Company. The finance committee provides assurance to the Company''s senior management that the Company''s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company''s policies and risk objectives. All derivative activities for risk management purposes are carried out by specialist teams that have the appropriate skills, experience and supervision. It is the Company''s policy that no trading in derivatives for speculative purposes may be undertaken. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below:

(A) Credit risk

Credit risk refers to the risk of default on its obligation by the counter party resulting in a financial loss. The maximum exposure to the credit risk at the reporting date is primarily from trade receivables amounting to Rs. 889.90 Million as of March 31,2022 (Previous year Rs. 728.62 Million) and unbilled revenue amounting to Rs. 158.48 Million as of March 31,2022 (Previous year Rs. 140.94 Million). Trade receivables and unbilled revenue are typically unsecured and are derived from revenue earned through individual subsidiaries, government customers and other corporate customers. The Company has used the expected credit loss model to assess the impairment loss or gain on trade receivables and unbilled revenue, and has provided it wherever appropriate. The following table gives the movement in allowance for expected credit loss for the year ended March 31,2022:

(B) Liquidity risk

The Company''s principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from operations. The Company has outstanding borrowings as term loans and working capital limits from banks. The term loans are secured by a first charge on the book debts and movable & immovable assets of the Company. However, the Company believes that the working capital is sufficient to meet its current requirements. Accordingly, no liquidity risk is perceived.

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, foreign currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans and borrowings, deposits, investments measured at FVTPL and derivative financial instruments.

(i) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company''s interest rate risk arises primarily from the foreign currency term loan carrying at floating rate of interest. These obligations exposes the Company to cash flow interest rate risk. The Company has mitigated the interest rate risk on foreign currency term loan by converting it from floating rate to fixed rate through currency swap. Hence, there is no significant challenge of interest rate risk.

(ii) Foreign currency risk

The Company operates internationally and is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to the USD, GBFP EUR, CAD, CNY and NOK. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the company''s functional currency. The Company evaluates its exchange rate exposure arising from these transactions and enters into foreign exchange forward contracts to hedge forecasted cash flows denominated in foreign currency and mitigate such exposure.

30 Capital management

The primary objective of the management of the Company''s capital structure is to maintain an efficient mix of debt and equity in order to achieve a low cost of capital, while taking into account the desirability of retaining financial flexibility to pursue business opportunities and adequate access to liquidity to mitigate the effect of unforeseen events on cash flows. To maximise the shareholder value the management also monitors the return on equity.

The Board of directors regularly review the Company''s capital structure in light of the economic conditions, business strategies and future commitments.

For the purpose of the Company''s capital management, capital includes issued share capital, securities premium, all other reserves and debts.

During the financial year, no significant changes were made in the objectives, policies or processes relating to the management of the Company''s capital structure.

Loans availed by the Company are subject to certain financial covenants and the Company is compliant with these financial covenants on the reporting date as per the terms of the loan agreement.

*It pertains to alleged dues towards provident fund payable by vendors of the Company which the Company is also contesting.

The Company does not expect any reimbursements in respect of the above.

b) The Company had received Show Cause Notices under section 263 of the Income Tax Act, 1961, issued by the Commissioner of Income Tax (CIT) for the Assessment years 1999-00 to 2005-06, who later issued Orders directing the Assessing Officer for re-assessment on certain items. The orders passed by the CIT u/s 263 for AY 1999-00 to AY 2005-06 have been challenged by the Company in the Income Tax Appellate Tribunal (''the Tribunal''). The Tribunal has since passed order for AY 1999-00 wherein the Tribunal has decided the issue of assumption of jurisdiction against the Company and on merits, the Tribunal has allowed some of the issues and dismissed others which were referred back to the assessing officer for fresh examination. The Company has filed an appeal before the Hon''ble High Court of Delhi against the aforesaid order of the Tribunal which is pending for disposal. At this stage there is no ascertained/quantified demands. Based on legal opinion, the Company has fair chances of obtaining adequate relief before the Appellate Authorities.

It is not practical for the Company to estimate the timings of cash outflows, if any, in respect of the above pending resolution of the respective proceedings. Management does not foresee any financial implication based on advice of legal counsel.

Serious Fraud Investigation Office (''SFIO'') has filed a case against one of the past vendors, from whom the Company has obtained certain services during FY 2002-05, which are also the subject matter of the above-mentioned matter u/s 263. Recently, the Company has received a copy of partial complaint from the Court of ACMM, Delhi, who has made the Company also a party to the above case. While the Company has requested for a complete copy of complaint, which is yet to be received, based on the legal advice the matter is not maintainable and accordingly the Company has filed a revision petition challenging the summoning order of the Court, which is pending to be heard.

c) Guarantees

i. Bank Guarantees issued by Bankers outstanding at the end of the year Rs. 8.99 Million (Previous year Rs. 9.47 Million).

ii. Corporate Guarantee issued to ICICI Bank Canada to secure loan of Rs. 304.02 Million [CAD 5.00 Million] (Previous year Rs. 291.00 Million [CAD 5.00 Million]), [Amount Outstanding at the end of the year Rs. 48.64 Million [CAD 0.80 Million], (Previous year Rs. 139.68 Million [CAD 2.40 Million]) availed by NIIT Learning Solutions (Canada) Limited.

iii. Corporate Guarantee issued to ICICI Bank UK for availing working capital limits on behalf of NIIT Limited, UK Rs. 419.28 Million (GBP 4.20 Million) (Previous year Rs. 424.02 Million (GBP 4.20 Million), [Amount Outstanding at the end of the year Rs. Nil (Previous year Rs. Nil)].

32 Capital and Other Commitments

(a) Estimated amount of contracts remaining to be executed on capital account (net of advances) not provided for Rs. 22.68

Million (Previous year Rs.7.68 Million).

^(b) FÂ°i- commitments related to lease arrangements, Refer note 7.

NIIT Learning Systems Limited [Formerly known as Mindchampion Learning Systems Limited].

36 Segment Information

The Company is engaged in providing Education & Training Services in a single segment. Based on "Management Approach", as defined in Ind AS 108 â Operating Segments, the Chief Operating Decision Maker (CODM) evaluates the performance and allocates resources based on the analysis of performance of the Company as a whole. Its operations are, therefore, considered to constitute a single segment in the context of Ind AS 108 â Operating Segments.

As per Ind AS 108 - Operating Segments, where the financial report contains both the consolidated financial statements of a parent as well as the parent''s separate financial statements, segment information is required only in the consolidated financial statements, Accordingly, no segment information is disclosed in these standalone financial statements of the Company.

37 Discontinued operations

During the year 2019-20, in line with its stated long term strategy of reducing exposure to low margin, capital intensive government business, the Company had decided not to pursue new skills contracts and decided to discontinue operations post completion of continuing commitments. These contracts were transferred from its wholly owned subsidiary NIIT Yuva Jyoti Limited (Liquidated on February 25, 2022) through an agreement.

In pursuance of applicable accounting standard (IND AS - 105), the net results (i.e. revenue minus expenses) of such operations are disclosed separately as loss from ''Discontinued Operations''.

38 Additional Regulatory Information

i) There are no immovable properties included in Property Plant and Equipment, whose title deeds are not held in the name of the Company.

ii) The Company has not revalued its Property, Plant and Equipment (including Right of use assets) and intangible assets during the year ended March 31,2022.

iii) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.

iv) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority, as per the available information.

ix) The Board of Directors of the Company, in its meeting held on January 28, 2022 has approved a Composite Scheme of Arrangement under section 230 to 232 and other applicable provisions of the Companies Act 2013 between NIIT Limited (Transferor Company) and NIIT Learning Systems Limited (Formerly known as Mindchampion Learning Systems Limited) (Transferee Company) a wholly owned subsidiary of the Company and their respective shareholders and creditors ("Scheme"). The Scheme inter-alia provides for, (i) Transfer and Vesting of CLG Business Undertaking by the Transferor Company to Transferee Company, (ii) Reduction and cancellation of Share Capital of Transferee Company held by Transferor Company, (iii) Issuance and allotment of shares by the Transferee Company to the shareholders of Transferor Company in consideration of transfer of CLG Business undertaking.

The Appointed Date for the Scheme is April 1,2022 or such other date as directed by the Hon''ble Chandigarh Bench of the National Company Law Tribunal ("NCLT"). The Scheme is subject to receipt of regulatory and other approvals inter-alia approval from BSE Limited, National Stock Exchange of India Limited, SEBI, shareholders, creditors, NCLT and others, as may be applicable.

Pending regulatory approvals and other compliances, the financial statements of the Company does not have impact of the Scheme. Expenses related to the Scheme have been recognised as an exceptional item in the statement of Profit and loss.

These financial statements include revenue from operations of CLG Business Undertaking of Rs. 3,193.91 Million for the year ended March 31,2022.

x) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or

(b) Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

xi) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries

xii) The Company has been sanctioned working capital limits in excess of Rs. 50 Million in aggregate from banks during the year on the basis of security of current assets of the Company. The quarterly returns / statements filed by the Company with such banks are in agreement with the books of accounts of the Company.

39 The Code on Social Security, 2020 (''Code'') relating to employee benefits during employment and post-employment benefits received Presidential assent in September 2020. However, the date on which the Code will come into effect has not been notified. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period when the Code becomes effective.

40 Previous year/ period figures have been regrouped / reclassified to conform the current period classification.

Signatures to Notes '' 1 '' to '' 40 '' above of these Financial Statements.

Mar 31, 2018

Notes:-

(i) NIIT Antilles NV, a wholly owned subsidiary of the Company was dissolved and liquidated vide order dated November 23, 2017 issued by Registry Affairs Director of the Curacao Chamber of Commerce and Industry. Consequent to the said liquidation, all assets and liabilities of NIIT Antilles NV, including investments in its three wholly owned subsidiaries (NIIT GC Limited, Mauritius, NIIT Malaysia Sdn Bhd and NIIT West Africa Limited), have been vested/transferred in the Company, subject to applicable regulatory compliances.

These wholly owned subsidiaries of NIIT Antilles NV, have become direct wholly owned overseas subsidiaries of the Company. The same has also been reported to Reserve Bank of India (RBI) through authorised dealer, which has been duly noted by RBI. The investment in these subsidiaries has been recorded at fair value which is carried out by an independent valuer.

(ii) 900,000 Optionally Convertible Debentures (OCDs) of Rs. 1,000 each fully paid at a coupon rate of 0.5% p.a. for a period of 5 years from the date of allotment. The Company had the right to convert such OCDs into equity shares at the expiry of third year from the date of allotment. These are fair valued as at the yearend through profit and loss. The said OCDs have been converted into equity share for Rs. 500 Million at fair value of Rs. 618.64 Million and Rs. 300 million into loan and balance amount of Rs. 100 million has been repaid during the year.

(iii) 22,000,000 Optionally Convertible Debentures (OCDs) of Rs. 10 each fully paid at a coupon rate of 0.5% p.a. for a period of 5 years from the date of allotment wherein the Company had the right to convert such OCDs into equity shares at the expiry of 18 months from the date of allotment. These are fair valued as at the yearend through profit and loss. The said OCDs amounting to Rs. 220 million have been converted into equity at fair value of Rs. 211.10 Million. During the year, the Company has further invested in the equity of NIIT Yuva Jyoti Limited amounting to Rs. 60 million.

(iv) During the previous year, the Company had purchased 10% of the equity capital of NIIT Yuva Jyoti Limited (NYJL) from NSDC for a consideration of Rs. 28.51 million. Consequently, NYJL had become a wholly owned subsidiary of the Company.

(v) During the year, the Company has performed impairment testing for its investments in subsidiary companies. As a result of this, provision for diminution in value of Investment in equity of NYJL for the amount of Rs. 193.59 million is created.

c) Terms/ rights attached to equity shares

The company has only one class of equity shares having par value of Rs. 2 per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividends in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

d) Shares reserved for issue under options

e) Details of Shareholders holding more than 5% shares in the Company

Footnotes :

(i) Capital reserve represents the reserve created on amalgamation.

(ii) Securities premium reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of the Act.

(iii) General Reserve represents requirement to transfer specific sums to a General Reserve as per the local laws of the jurisdiction.

(iv) The Company uses hedging instruments as part of its management of foreign currency risk associated with its highly probable forecasted transactions, i.e., revenue, as described in Note 24. The Company uses Foreign Currency Forward Contracts which are designated as Cash Flow Hedges for hedging foreign currency risk. To the extent these hedges are effective; the change in fair value of the hedging instrument is recognized in the Cash Flow Hedging Reserve. Amount recognized in the Cash Flow Hedging Reserve is reclassified to profit or loss when the hedged item effects profit and loss, i.e., Revenue.

a. Details of Security given against loans

(i) The Company availed foreign currency loan of USD 9.05 Million equivalent to Rs. 600 Million which is fully hedged by converting it from the floating rate in Libor with spread of 215 bps into fixed rate Rupee loan through a currency swap at a spot reference (USD INR) exchange rate of USD 1 = INR 66.30, through full maturity of the loan. The said loan is secured by way of whole of the Company''s tangible and intangible, moveable fixed assets, both present and future, land and building of the Company at Sector-34, Gurgaon and first exclusive charge on certain immovable properties. The rate of interest on fully neCgeC equivalent loan amount is fixed at 10.25% p.a. for the tenure of the loan. The necessary formalities to create the security has been completed, as per the terms of the agreement.

(ii) The Company availed foreign currency loan of USD 16.05 Million equivalent to Rs. 1,000 Million, which is fully hedged by converting it from the floating rate in Libor with spread of 175 bps into fixed rate Rupee loan through a currency swap at a spot reference (USD INR) exchange rate of USD 1 = INR 62.30, through full maturity of the loan. The said loan is secured by way of whole of the Company''s tangible and intangible, moveable fixed assets, both present and future, land and building of the Company at Sector-32 and Sector-34, Gurgaon. The rate of interest on fully hedged equivalent loan amount is fixed at 10.25% p.a. for the tenure of the loan. The necessary formalities to create the security has been completed, as per the terms of the agreement. During the year the company has repaid foreign currency term loan amounting to USD 3.21 Million equivalent to Rs. 200 Million (USD 12.84 Million equivalent to Rs. 800 Million is outstanding as at March 31, 2018).

Exceptional items as above comprise, items of income/(expenditure), arising from ordinary activities of the Company of such size, nature or incidence that their separate disclosure is considered appropriate to better explain the performance for the year

(i) Pursuant to liquidation of NIIT Antilles NV, Rs. 92.72 Million (net of expenses) has been recognised as exceptional income on account of reversal of provision for diminution in value of investment.

(ii) During the previous year, the Company had collected Rs. 29.70 Million towards loans, debts and other balances recoverable from its wholly owned subsidiary, Mindchampion Learning Systems Limited for which provision was recognised as an exceptional item in the earlier years was written back. Further the Company had written back provision amounting to Rs. 9.65 Million for doubtful debts and advances recoverable, for which provision was recognised as exceptional items in earlier years.

(iii) During the year, the Company has provided for Rs 5.03 Million on account of litigation in Indirect taxes.

(iv) During the year, the Company has evaluated the valuation of its investment in NIIT Yuva Jyoti Limited and has accordingly made a provision for diminution in value of investment amounting to Rs. 193.59 Million.

(v) During the year, the Company has provided for Rs 19.65 Million on account of deduction from the security in one of the Government projects, which is strongly contested by the Company and is under discussion for resolution.

23 Fair value measurements

(i) Fair value hierarchy

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments, traded bonds and mutual funds that have quoted price. The fair value of all equity instruments (including bonds) which are traded in the stock exchanges is valued using the closing price as at the reporting period. The mutual funds are valued using the closing net asset value. Level 2: The fair value of financial instruments that are not traded in an active market (for example foreign exchange forward contracts) is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

The Company''s policy is to recognize transfers into and transfers out of fair value hierarchy levels at the end of reporting period.

(ii) Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:

- The use of quoted market prices for similar instruments.

- The fair value of forward foreign exchange contracts is determined using Mark to Market Valuation by the respective bank at the balance sheet date.

- The fair value of the remaining financial instruments is determined using discounted cash flow analysis.

As of March 31, 2018, March 31, 2017 and April 1, 2016, the fair value of cash and bank balances, trade receivables, other current financial assets and liabilities, borrowings, trade payables approximate their carrying amount largely due to the nature of these instruments.

For other financial assets and liabilities that are measured at amortised cost, the carrying amounts approximate the fair value.

24 Financial risk management

The Company''s principal financial liabilities, other than derivatives, comprise loans and borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Company''s operations and to provide guarantees to support its operations. The Company''s principal financial assets include loans, trade and other receivables, and cash and short-term deposits that derive directly from its operations.

(A) Credit risk

Credit risk refers to the risk of default on its obligation by the counter parity resulting in a financial loss. The maximum exposure to the credit risk at the reporting date is primarily from trade receivables amounting to Rs. 1,012.73 Million as of March 31, 2018 (March 31, 2017 - Rs. 852.27 Million and April 1, 2016 - Rs 1124.90 Million) and unbilled revenue amounting to Rs. 85.08 Million as of March 31, 2018 (March 31, 2017 - Rs. 83.25 Million and April 1, 2016 - Rs. 72.23 Million). Trade receivables and unbilled revenue are typically unsecured and are derived from revenue earned through individual subsidiaries, government customers and other corporate customers. The Company has used the expected credit loss model to assess the impairment loss or gain on trade receivables and unbilled revenue, and has provided it wherever appropriate. The following table gives the movement in allowance for expected credit loss for the year ended March 31, 2018:

(B) Liquidity risk

The Company''s principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from operations. The Company has outstanding borrowings as term loans and working capital limits from banks. The borrowings are secured by a first charge on the book debts and movable & immovable assets of the Company . However, the Company believes that the working capital is sufficient to meet its current requirements. Accordingly, no liquidity risk is perceived.

(i) Maturities of financial liabilities

The table below provides details regarding the contractual maturities of significant financial liabilities:

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. Financial instruments afected by market risk include loans and borrowings, deposits, investments measured at FVTPL and derivative financial instruments.

(i) Interest rate risk

(ii) Foreign currency risk

The company operates internationally and is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to the USD, GBP EUR. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the company''s functional currency. The Company evaluates its exchange rate exposure arising from these transactions and enters into foreign exchange forward contracts to hedge forecasted cash flows denominated in foreign currency and mitigate such exposure.

25 Capital management

The Board of directors regularly review the Company''s capital structure in light of the economic conditions, business strategies and future commitments.

For the purpose of the Company''s capital management, capital includes issued share capital, securities premium and all other reserves. Debt includes, foreign currency term loan and other borrowings.

During the financial year, no significant changes were made in the objectives, policies or processes relating to the management of the Company''s capital structure.

26 Employee Benefits A) Defined Contribution Plans

The Company makes contribution towards Provident Fund (other than NIIT Limited and certain other domestic subsidiaries), Superannuation Fund and Pension Scheme to the defined contribution plans for eligible employees.

The Company has charged the following costs in Contribution to Provident and Other Funds in the Statement of Profit and Loss:-

vii) Investment details of Plan Assets:-

The plan assets are maintained with Life Insurance Corporation of India Gratuity Scheme. The details of investment maintained by Life Insurance Corporation are not available with the Company and have not been disclosed.

The expected return on plan assets is determined considering several applicable factors mainly the compensation of plan assets held, assessed risk of asset management, historical result of the return on plan assets.

Sensitivity analysis

The sensitivity of the defined benefit obligation to changes in the weighted principal assumptions is:

The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognised in the balance sheet.

Risk exposure

Through its defined benefit plans, the group is exposed to a number of risks, the most significant of which are market volatility, changes in inflation, changes in interest rates, rising longevity, changing economic environment, regulatory changes etc.

The Company ensures that the investment positions are managed within an asset-liability matching framework that has been developed to achieve investments which are in line with the obligations under the employee benefit plans. Within this framework, the Company''s asset-liability matching objective is to match assets to the obligations by investing in securities to match the benefit payments as they fall due.

*Pertains to alleged dues towards provident fund payable by vendors of the Company. The Company does not expect any reimbursements in respect of the above.

b) The Company had received Show Cause Notices under section 263 of the Income Tax Act, 1961, issued by the Commissioner of Income Tax (CIT) for the Assessment years 1999-00 to 2005-06, who later issued Orders directing the Assessing Officer for re-assessment on certain items. The orders passed by the CIT u/s 263 for AY 1999-00 to AY 2005-06 have been challenged by the Company in the Income Tax Appellate Tribunal (''the Tribunal''). The Tribunal has since passed order for AY 1999-00 wherein the Tribunal has decided the issue of assumption of jurisdiction against the Company. On merits, the Tribunal has allowed some of the issues and dismissed others which were referred back to the assessing officer for fresh examination. The Company has filed an appeal before the Hon''ble High Court of Delhi against the aforesaid order of the Tribunal which is pending for disposal. At this stage there is no ascertained/quantified demands. Based on legal opinion, the Company has fair chances of obtaining adequate relief before the Hon''ble High Court.

c) Guarantees

i. Guarantees issued by bankers outstanding at the end of the year Rs. 1.10 Million (March 31, 2017 - Rs. 1.10 Million and April 1, 2016 - Rs. 1.12 Million).

ii. Corporate Guarantee to National Skill Development Corporation to secure loan of Rs. 85.50 Million (March 31, 2017 - Rs. 90 Million and April 1, 2016 - Rs. 142.64 Million) availed by NIIT Yuva Jyoti Limited, a subsidiary of the Company.

iii. Corporate Guarantee to National Skill Development Corporation to secure them in the event of default on the part of NIIT Yuva Jyoti Limited in making payment towards outstanding royalty amount of Rs. 66.27 Million (March 31, 2017 - Rs. 136.49 Million and April 1, 2016 - Nil).

iv. Corporate Guarantee issued to banks for availing working capital limits on behalf of Mindchampion Learning Systems Limited Rs. 450 Million (March 31, 2017 - Rs. 450 Million and April 1, 2016 - Nil) [Amount Outstanding at year end Nil (March 31, 2017 - Nil and April 1, 2016 - Nil)].

d) Other Monies for which the Company is contingently liable

Standby Letter of Credit is Nil [March 31, 2017 Rs. 486.44 Million (USD 7.5 Million) and April 1, 2016 Rs. 496.31 Million (USD 7.5 Million)] for working capital limits in favour of NIIT (USA) Inc., USA, a subsidiary of the Company, by earmarking working capital facility of NIIT Limited.

28 Capital and Other Commitments

(a) Estimated amount of contracts remaining to be executed on capital account (net of advances) not provided for Rs. 209.68 Million (March 31, 2017 - Rs. 287.22 Million and April 1, 2016 - Rs. 508.72 Million).

(b) For commitments related to lease arrangements, refer Note 33.

(c) The Company has issued a letter of support to provide need based financial support to its subsidiaries Mindchampion Learning Systems Limited, NIIT Yuva Jyoti Limited, NIIT GC Limited and NIIT Learning Solutions (Canada) Limited.

30 Related Party Transactions :

A. Related party relationship where control exists:

Subsidiaries

1 Mindchampion Learning Systems Limited

2 NIIT Institute of Finance Banking and Insurance Training Limited

3 NIIT Yuva Jyoti Limited

4 NIIT Institute of Process Excellence Limited

5 NIIT USA Inc., USA

6 NIIT Limited, UK

7 NIIT Malaysia Sdn. Bhd, Malaysia

8 NIIT West Africa Limited

9 NIIT GC Limited, Mauritius

10 NIIT (Ireland) Limited

11 NIIT Learning Solutions (Canada) Limited

12 Eagle International Institute Inc. USA (w.e.f. January 3, 2018)

13 Eagle Training Spain, S.L.U. (subsidiary of entity at serial no. 12)

14 NIIT Antilles NV, Netherlands Antilles (liquidated w.e.f. November 23, 2017)

15 PT NIIT Indonesia, Indonesia (under liquidation)

16 NIIT China (Shanghai) Limited, Shanghai

1 7 NIIT Wuxi Service Outsourcing Training School, China (Memorandum of Understanding was executed to sell on April 1, 2017)

18 Wuxi NIIT Information Technology Consulting Limited, China (agreement to sell entered on March 31, 2018)

19 Su Zhou NIIT Information Technology Consulting Limited, China (subsidiary of entity at serial no. 18)

20 Changzhou NIIT Information Technology Consulting Limited (subsidiary of entity at serial no. 18)

21 Zhangjiagang NIIT Information Services Limited, China

22 Qingdao NIIT Information Technology Company Limited, China (closed w.e.f. January 31, 2018)

23 Chengmai NIIT Information Technology Company Limited, China

24 Chongqing An Dao Education Consulting Limited, China

25 Chongqing NIIT Education Consulting Limited, China

26 NIIT (NingXia) Education Technology Company Limited, China (incorporated w.e.f. May 19, 2017)

27 Dafeng NIIT information technology Co., Limited, China (closed w.e.f. October 25, 2017)

28 Guizhou NIIT information technology consulting Co., Limited, China

29 NIIT (Guizhou) Education Technology Co., Limited, China

B. Other related parties with whom the Company has transacted:

a) Associate (Parties in which Company has substantial interest)

1 NIIT Technologies Limited

2 NIIT GIS Limited

3 NIIT Smart Serve Limited

b) Key Managerial Personnel

1 Rajendra S Pawar (Chairman)

2 Vijay K Thadani (Vice-Chairman & Managing Director)

3 P Rajendran (Joint Managing Director)

4 Rahul Keshav Patwardhan (Chief Executive Officer upto July 31, 2017)

5 Sapnesh Kumar Lalla (Chief Executive Officer w.e.f. August 1, 2017)

6 Rohit Kumar Gupta (Chief Financial Officer upto February 28, 2017)

7 Amit Roy (Chief Financial Officer w.e.f. March 1, 2017 )

c) Relatives of Key Managerial Personnel

1 Renuka Thadani (Wife of Vijay K Thadani)

2 Veena Oberoi (Sister of Vijay K Thadani)

d) Parties in which the Key Managerial P

Personnel of the Company are interested

1 NIIT Institute of Information Technology

2 Naya Bazaar Novelties Private Limited

3 NIIT Foundation (formerly known as NIIT Education Society)

4 Pace Industries Private Limited

5 NIIT Network Services Limited

6 NIIT University

D. Terms and conditions

Transactions relating to dividends, subscriptions for new equity shares were on the same terms and conditions that applied to other shareholders.

Transactions with related parties during the year were based on terms that would be available to third parties. All other transactions were made on normal commercial terms and conditions and at market rates.

All outstanding balances are unsecured and are repayable in cash.

32 The Board of Directors of the Company has, in its meeting held on March 24, 2017, approved the amalgamation of PIPL Management Consultancy and Investment Private Limited ("PMPL") and Global Consultancy and Investment Private Limited ("GCPL") with NIIT Limited ("the Company or NIIT") by way of and in accordance with a scheme of amalgamation as per the provisions of Sections 230 to 232 and any other applicable provisions of the Companies Act, 2013 (hereinafter referred to as the "Scheme"). PMPL and GCPL hold 15.23% & 15.56% equity shares of NIIT Limited respectively and form part of promoter/ promoter group of NIIT Ltd.

From the effective date, pursuant to the Scheme, the entire shareholding of PMPL and GCPL in the Company shall stand cancelled and the equivalent shares of the Company shall be re-issued to the shareholders of PMPL and GCPL as on the record date to be fixed for the purpose.

Pursuant to the proposed amalgamation of PMPL and GCPL with the Company, there will be no change in the promoter''s shareholding in the Company. All cost and charges arising out of this proposed scheme of amalgamation shall be borne by the promoter/ promoter group.

The aforesaid Scheme is subject to various regulatory and other approvals and sanction by National Company Law Tribunal, New Delhi Bench and accordingly, not reflected in these financial statements.

33 Segment Information

The Company is engaged in providing Education & Training Services in a single segment. Based on "Management Approach", as defined in Ind AS 108 - Segment Reporting, the Chief Operating Decision Maker (CODM) evaluates the performance and allocates resources based on the analysis of performance of the Company as a whole. Its operations are, therefore, considered to constitute a single segment in the context of Ind AS 108 - Segment Reporting.

* Includes payment in respect of premises for office and employee accommodation ** Includes payment in respect of computers, printers and other equipmentâs.

35 Share based payments Employee option plan

As per the plan, each option is exercisable for one equity share of face value of Rs. 2/- each (Rs. 10/- each pre bonus and split) fully paid up on payment to the Company, at a price to be determined in accordance with ESOP 2005. ESOP information is given for the number of shares after sub-division and Bonus issue.

The weighted average exercise price per share option at the date of exercise of options exercised during the year ended March 31,2018 was Rs. 53.09 (March 31, 2017 - Rs. 48.20)

No options expired during the periods covered in the above tables.

36 Business combinations

(a) Summary of acquisition

During the previous year, the Company had acquired the business from Perceptron Learning Solutions Private Limited (''Perceptron''). The strategic acquisition is expected to bring complementary technology platforms and capabilities to the Company.

The Acquisition was made for an aggregate consideration of Rs. 24.85 Million. Out of the total consideration, an amount of Rs. 14.85 Million was paid upfront during the previous year and Rs. 10 Million is payable based on achievement of performance based milestones. The purchase price nas been allocated between the fair values of assets & liabilities based on an independent valuation report as a result of which a goodwill of Rs. 18.35 Million was recognised.

(b) Significant judgements

(i) Contingent consideration

The Company is confident that the acquisition will achieve the performance based milestones and the entire contingent consideration would be paid to the seller.

(ii) Acquired receivables

No adjustments have been made to acquire trade receivables.

(iii) Assumed payables

No adjustments have been made to assume trade payables.

37 First-time adoption of Ind AS Transition to Ind AS

These are the Company''s first financial statements prepared in accordance with Ind AS.

The accounting policies set out in note 2 have been applied in preparing the financial statements for the year ended March 31, 2018, the comparative information presented in these financial statements for the year ended March 31, 2017 and in the preparation of an opening Ind AS balance sheet at April 1, 2016 (The company''s date of transition).

In preparing its opening Ind AS balance sheet, The company has adjusted the amounts reported previously in financial statements prepared in accordance with the accounting standards notified under Companies (Accounting Standards) Rules, 2006 (as amended) and other relevant provisions of the Act (previous GAAP or Indian GAAP).

An explanation of how the transition from previous GAAP to Ind AS has affected the company''s financial position, financial performance and cash flows is set out in the following tables and notes.

A. Exemptions and exceptions availed

Set out below are the applicable Ind AS 101 optional exemptions and mandatory exceptions applied in the transition from previous GAAP to Ind AS.

A.1 Ind AS optional exemptions A.1.1 Deemed cost

Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its property, plant and equipment as recognised in the financial statements as at the date of transition to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at the date of transition after making necessary adjustments. This exemption has also been used for intangible assets covered by Ind AS 38 Intangible Assets and investment property covered by Ind AS 40 Investment Properties.

Accordingly, The company has elected to measure all of its property, plant and equipment, intangible assets and investment property at their previous GAAP carrying value.

A. 1.2 Leases

Appendix C to Ind AS 17 requires an entity to assess whether a contract or arrangement contains a lease. In accordance with Ind AS 17, this assessment should be carried out at the inception of the contract or arrangement.

Ind AS 101 provides an option to make this assessment on the basis of facts and circumstances existing at the date of transition to Ind AS, except where the effect is expected to be not material. The company has elected to apply this exemption for such contracts/arrangements.

A 1.3 Investments in subsidiaries, joint ventures and associates

As per Ind AS 27, the Company has an option to value its investments in subsidiaries, joint ventures and associates either at Previous GAAP Value or Fair value as deemed cost. The Company has opted for fair value option for one of its subsidiary (with corresponding impact to opening retained earnings as on transition date) and Previous GAAP values for rest of the subsidiaries as per exemptions available on transition.

A 1.4 Business Combinations

The Company has availed the option to not apply Ind AS 103, retrospectively to business combinations that occurred prior to the transition date.

A 1.5 Share based payment transactions

The Company has availed the option to apply Ind AS 102 Share-based payment to equity instruments that vested before date of transition to Ind AS.

A 1.6 Fair value measurement of financial assets or liabilities at initial recognition

Ind AS 109 requires to initially recognize financial assets and liabilities at fair value and if the fair value differs from transaction price, the difference is recognized as gain or loss. The Company has elected to apply these requirements of initial recognition prospectively to transactions entered on or after the date of transition.

A.2 Ind AS mandatory exceptions A.2.1 Estimates

An entity''s estimates in accordance with Ind AS at the date of transition to Ind AS shall be consistent with estimates made for the same date in accordance with previous GAAP (afer adjustments to reflect any difference in accounting policies), unless there is objective evidence that those estimates were in error. Ind AS estimates as at April 1, 2016 are consistent with the estimates as at the same date made in conformity with previous GAAP The company made estimates for following items in accordance with Ind AS at the date of transition as these were not required under previous GAAP:

- Impairment of financial assets based on expected credit loss model.

A.2.2 Hedge Accounting

Hedge accounting can only be applied prospectively from the transition date to transactions that satisfy the hedge accounting criteria in Ind AS 109, at that date. Hedging relationships cannot be designated retrospectively, and the supporting documentation cannot be created retrospectively. AS a result, only hedging relationships that satisfied the hedge accounting criteria as of April 1, 2016 are reflected as hedges in the Company''s results under Ind AS.

The Company had designated various hedging relationships as cash flow hedges under the previous GAAP On date of transition to Ind AS, the entity had assessed that all the designated hedging relationship qualifies for hedge accounting as per Ind AS 109. Consequently, the Company continues to apply hedge accounting on and after the date of transition to Ind AS.

A.2.3 Classification and measurement of financial assets

Ind AS 101 requires an entity to assess classification and measurement of financial assets on the basis of the facts and circumstances that exist at the date of transition to Ind AS.

C. Notes to first-time adoption:

a. Remeasurement of post-employment benefit obligations

Under Ind AS, Remeasurement i.e. actuarial gains and losses and the return on plan assets, excluding amounts included in the net interest expense on the net defined benefit liability are recognised in Other Comprehensive Income instead of statement of profit or loss. Under the previous GAAP these Remeasurement were forming part of the statement of profit or loss for the year. As a result of this change, the profit for the year ended March 31, 2017 has been increased by Rs. 8.48 Million and the same has been recognised in Other Comprehensive Income. There is no impact on the other equity as at March 31, 2017.

b. Fair valuation of investments

Under Previous GAAP investments in equity instruments and OCDs were classified as long-term investments, based on its intended holding period. These long-term investments were carried at cost less provision, other than temporary decline in the value of such investments. Under Ind AS, investments in equity instruments are required to be measured at cost or fair value based on policy choices adopted by the Company. However, investments in OCDs are required to be necessarily measured at fair value. As a result the investment in the equity instrument of one of the subsidiaries, NIIT Yuva Jyoti Limited has reduced by Rs 86.19 Million and Investments in the OCDs in Mindchampion Learning Systems Limited has increased by Rs 120.30 Million as at April 1, 2016. This has resulted in the increase in other equity by Rs 34.11 Million as at April 1, 2016. During the year ended March 31, 2017 Investments in OCDs in Mindchampion Learning Systems Limited has increased by Rs. 14.49 Million and Investments in OCDs in NIIT Yuva Jyoti Limited has reduced by Rs. 26 Million. This has resulted in the reduction in the profit and loss for the year ended March 31, 2017 by Rs. 11.51 Million.

c. Recognition of property, plant and equipment

Under Ind AS based on principles of substance over form the Company has recognised Land and Building under property, plant and equipment despite the fact that as per the agreement the title of the same would be transferred upon making final payment to the seller. Hence the Company has recognised land and building amounting to Rs. 690.61 Million and Rs 419.61 Million (net of accumulated depreciation) respectively under property, plant and equipment as at April 1, 2016. The Company has also recognised other financial liability (other payables) amounting to Rs 280.02 Million as at March 31, 2017 (April 1, 2016 - Rs. 460.48 Million) and derecognised other non-current asset (capital advances) amounting to Rs 835.66 Million as at March 31, 2017 (April 1, 2016 - Rs 655.19 Million) as a result of this change. This has reduced other equity by Rs 5.46 Million as at April 1, 2016 on account of accumulated depreciation on building till that date. Further the depreciation amounting to Rs 7.32 Million has been charged to the statement of profit and loss during the year ended on March 31, 2017.

Further under previous GAAP Investment property was part of property, plant and equipment, however as per Ind AS this requires a separate disclosure. Accordingly amount of Rs 0.56 Million has reclassified from property, plant and equipment to investment property as at April 1, 2016.

d. Interest accretion on deferred payment liabilities

Under previous GAAP long term liabilities were recognised at transaction value. Under Ind AS, these financial liabilities are required to be recognised initially at their fair value and subsequently at amortised cost. As a result, these financial liabilities have decreased by Rs. 1.64 Million as at March 31, 2017 (April 1, 2016 - Rs. 5.06 Million). The profit for the year ended March 31, 2017 decreased by Rs. 4.84 Million due to interest accretion on deferred payment liabilities.

Consequently Goodwill have been initially reduced by Rs 1.42 Million and respective amortization have been reversed by Rs. 2.30 Million during the year ended March 31, 2017. (Net impact on Goodwill is Rs. 0.88 Million).

Further other intangible assets have been reduced by Rs. 4.05 Million as at March 31, 2017 (Rs. 7.57 Mn as at April 01, 2016) and the profit has increased by Rs. 3.51 Million during the year ended March 31, 2017 on account of reversal of amortization and other equity has reduced by Rs. 2.52 Million as at April 1, 2016.

e. Share based payments

Under the previous GAAP the cost of equity settled employee share-based plan was recognized using intrinsic value method. Under Ind AS, the cost of equity settled share-based plan is recognized based on fair value of the options as at grant date. Therefore, the amount recognised in share option outstanding account (under other equity) as on March 31, 2017 increased by Rs. 20.46 Million (April 1, 2016 - Rs. 37.33 Million). Consequently, profit before tax for the year ended March 31, 2017 has decreased by Rs. 10.76 Million. Also, an amount of Rs. 22.63 Million (April 1, 2016 -Rs. 12.92 Million) was recognized as recoverable from subsidiaries on account of Employee stock option expense.

f. Provision recognised on trade receivables as per Expected Credit Loss

As per Ind AS, the Company is required to apply expected credit loss model for recognising the allowance for doubtful debts. As a result, the allowance for doubtful debts increased by Rs. 45.17 Million as at March 31, 2017 (April 1, 2016 - Rs. 80.95 Million) with consequential decrease in other equity. The profit for the year ended March 31, 2017 increased by Rs. 35.79 Million due to reversal of allowance for doubtful debts under expected credit loss model.

g. (i) Deferred Revenue

Under previous GAAP, revenue is recognised once the risk and rewards is transferred in a transaction and reliable estimation can be made for its ultimate collectability. However under Ind AS, revenue recognition criteria is applied separately to each components of a single transaction in order to reflect the substance of the transaction considering the perspective of the customer. Accordingly, there has been change in the timing of revenue recognition. Consequent to this change, the amount of deferred revenue increased by Rs. 208.08 Million as at March 31, 2017 (April 1, 2016 Rs. 203.10 Million). The revenue from operations for the year ended March 31, 2017 decreased by Rs. 5.02 Million.

As a result of such adjustment in revenue, its corresponding cost has been deferred. Consequently, the amount of prepaid expense increased by Rs. 43.36 Million as at March 31, 2017 (April 1, 2016 Rs. 38.62 Million). The Professional & Technical Outsourcing Expenses for the year ended March 31, 2017 decreased by Rs. 16.30 Million.

(ii) Revenue & reimbursement of expenses on net basis

Under Previous GAAP the Company recognized the reimbursement of expenses under the head revenue from operations, with the corresponding expenses in the statement of profit and loss. However, under Ind AS, the Company is recognizing the reimbursement of expenses net of corresponding revenue. As a result of this change there is decrease in revenue from operations Rs.11.52 Million for the year ended March 31, 2017. This has alsc resulted in the reclassification of trade receivables to other financial assets amounting to Rs 102.10 Million as at March 31, 2017.

(iii) Revenue net of trade discount and rebate

Under Previous GAAP the Company recognized the trade discount and rebate under the head other expenses in the statement of profit and loss. However, under Ind AS, the trade discount and rebate is adjusted with the revenue. As the result of this change the revenue and other expense is decreased by Rs. 13.09 Million for the year ended March 31, 2017.

h. Deferred tax asset

The Company has carried out a review of recoverability of Deferred Tax Asset (''DTA'') recognised in the previous GAAP financial statements as on March 31, 2016. Based on above, considering future business plans of the Company and other circumstances which were existing as on that date, the management has determined the DTA would not have been recognised under Ind AS 12 . Accordingly, the opening balance of DTA amounting to Rs. 103.77 Million has been reversed in the other equity as on April 1, 2016.

i. Change in fair value of forward contracts designated as cash flow hedges

Under Ind AS, changes in the fair value of derivative hedging instruments designated and effective as a cash flow hedge are recognized through other comprehensive income. j. Retained earnings

Retained earnings as at March 31, 2017 and April 1, 2016 has been adjusted consequent to the above Ind AS transition adjustments.

38 The comparative financial information of the Company for the year ended March 31, 2017 and the transition date opening balance sheet as at April 01, 2016 included in these Ind AS financial statements, are based on the previously issued financial statements prepared in accordance with accounting principles generally accepted in India and were audited by a firm other than S.R. Batliboi & Associates LLP as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS.

Signatures to Notes ''1'' to ''38'' above of these Financial Statements.

Mar 31, 2017

1 Rights, preferences and restrictions attached to shares:-

Equity Shares: The Company has issued one class of equity shares having a par value of Rs.2/- per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

2. Details of Security given against loans

i) The Company has availed foreign currency loan for Rs. 600 Million equivalent of USD 9.05 Million which is fully hedged by converting it from the floating rate into fixed rate Rupee loan through a currency swap at a spot reference (USD INR) exchange rate of USD 1 = INR 66.30, through full maturity of the loan. The said loan is secured by way of whole of the Company''s tangible and intangible, movable fixed assets, both present and future, capital advances paid for building at Info-City, Sector-34, Gurugram and first exclusive charge on certain immovable properties. The rate of interest on fully hedged equivalent loan amount is fixed at 10.25% p.a. for the tenure of the loan.

ii) The Company has availed foreign currency loan of Rs.1,000 Million equivalent of USD 16.05 Million, which is fully hedged by converting it from the floating rate in Libor with spread of 175 bps into fixed rate Rupee loan through a currency swap at a spot reference (USD INR) exchange rate of USD 1 = INR 62.30, through full maturity of the loan. The said loan is secured by way of whole of the Company''s tangible and intangible, movable fixed assets, both present and future, land and building of the Company at Sector-32, Gurugram and capital advances paid for building at Info-City, Sector-34, Gurugram. The rate of interest on fully hedged equivalent loan amount is fixed at 10.25% p.a. for the tenure of the loan.

Notes:

(i) 900,000 Optionally Convertible Debentures (OCDs) of Rs. 1,000/- each fully paid at a coupon rate of 0.5% p.a. for a period of 5 years from the date of allotment. The Company shall have the right to convert such OCDs into equity shares at the expiry of third year from the date of allotment.

(ii) 16,000,000 Optionally Convertible Debentures (OCDs) of Rs. 10/- each fully paid at a coupon rate of 0.5% p.a. for a period of 5 years from the date of allotment wherein the Company shall have the right to convert such OCDs into equity shares at the expiry of 18 months from the date of allotment.

(i) Deferred Tax Assets and Liabilities are being offset as they relate to taxes on income levied by the same governing taxation laws.

(ii) Deferred Tax Asset on brought forward losses has also not been recognized in the absence of virtual certainty of availability of taxable income to set off the losses.

2. The Company had received Show Cause Notices under section 263 of the Income Tax Act, 1961, issued by the Commissioner of Income Tax (CIT) for the Assessment years 1999-00 to 2005-06, who later issued Orders directing the Assessing Officer for re-assessment on certain items. The orders passed by the CIT u/s 263 for AY 1999-00 to AY 2005-06 have been challenged by the Company in the Income Tax Appellate Tribunal. The Tribunal has since passed order for AY 1999-00 wherein the Tribunal decided the issue of assumption of jurisdiction against the Company. On merits, Tribunal has allowed some of the issues and dismissed others which were referred back to the assessing officer for a fresh examination. The Company has filed an appeal before the Hon''ble High Court against the aforesaid order of the Tribunal which is pending for disposal. At this stage there is no ascertained/quantified demands. Based on a legal opinion, the Company has fair chances of obtaining adequate relief before the Hon''ble High Court.

It is not practical for the Company to estimate the timings of cash outflows, if any, in respect of the above pending resolution of the respective proceedings. Management does not for see any financial implication based on advice of legal counsel.

3. Guarantees

i . Guarantees issued by bankers outstanding at the end of the year Rs. 1.10 Million (Previous year Rs. 1.12 Million).

ii. Corporate Guarantee Nil [Previous year Rs. 562.49 Million (USD 8.50 Million)] issued to Skill Soft Corporation,

USA & Skill Soft Ireland Limited to secure them against any indemnification obligations of NIIT Ventures Inc. (erstwhile step down subsidiary of the Company) and NIIT (USA) Inc., with respect to sale of Element K Corporation (erstwhile step down subsidiary of the Company) in earlier year.

iii. Corporate Guarantee to National Skill Development Corporation to secure loan of Rs. 90.00 Million (Previous year Rs. 142.64 Million) availed by NIIT Yuva Jyoti Limited, a subsidiary of the Company.

iv. Corporate Guarantee to National Skill Development Corporation to secure them in the event of default on the part of NIIT Yuva Jyoti Limited in making payment towards outstanding royalty amount of Rs. 136.49 Million (Previous year Nil).

v. Corporate Guarantee issued to banks for availing working capital limits on behalf of Mindchampion Learning Systems Limited (Formerly known as Hole-in-the-Wall Education Limited) Rs. 450 Million (Previous year Nil) [Amount Outstanding at year end Rs. Nil (Previous year Nil)].

4. Other Monies for which the Company is contingently liable

i. Security for working capital limits on behalf of Mindchampion Learning Systems Limited (Formerly known as Hole-in-the-Wall Education Limited) Nil (Previous year Rs. 30 Million) [Amount Outstanding at year end Nil (Previous year Nil)].

i i. Standby Letter of Credit Rs. 486.44 Million (USD 7.5 Million) [Previous year Rs. 496.31 Million (USD 7.5 Million)] for working capital limits in favour of NIIT (USA) Inc., USA, a subsidiary of the Company, by earmarking working capital facility of NIIT Limited.

iii. Outstanding letters of credit of Nil (Previous year Rs. 26.58 Million).

5 CAPITAL AND OTHER COMMITMENTS

(a) Estimated amount of contracts remaining to be executed on capital account (net of advances) not provided for Rs. 287.22 Million (Previous year Rs. 508.72 Million).

(b) For commitments related to lease arrangements, refer Note 40.

(c) The Company has issued a letter of support to provide need based financial support to its subsidiaries Mindchampion Learning Systems Limited, NIIT Yuva Jyoti Limited and NIIT Antilles NV

B) Defined Benefit Plans

I. Provident Fund

The Company makes contribution to the âNIIT LIMITED EMPLOYEES'' PROVIDENT FUND TRUST" (âthe Trust"), which is a defined benefit plan. The Company contributed Rs. 22.09 Million (Previous year Rs.19.78 Million) including Rs. 1.95 Million (Previous year Rs. 1.95 Million) in respect of Key Managerial personnel during the year to the Trust. The Company has an obligation to make good the shortfall, if any, between the return from the investments of the Trust and the notified interest rate. The Company''s obligation in this regard is actuarially determined and provided for if the circumstances indicate that the Trust may not be able to generate adequate returns to cover the interest rates notified by the Government.

The guidance on implementing AS 15 Employee Benefits (revised 2005), issued by Accounting Standards Board (ASB) of The Institute of Chartered Accountants of India, states that benefits involving employer established provident fund trust, which require interest shortfall to be compensated by the employer is required to be considered as Defined Benefits Plans. The actuary has provided a valuation and based on the below mentioned assumptions, determined that there is no short fall as at the year end.

The details of fund and plan assets of the Trust (inclusive of contribution received from subsidiaries) are as follows (limited to the extent provided by the actuary):

Estimates of future salary increase considered in actuarial valuation, takes account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

vi) Investment details of Plan Assets:-

The plan assets are maintained with Life Insurance Corporation of India Gratuity Scheme. The details of investment maintained by Life Insurance Corporation of India are not available with the Company and have not been disclosed.

The expected return on plan assets is determined considering several applicable factors mainly the composition of plan assets held, assessed risk of asset management, historical result of the return on plan assets.

6 EMPLOYEES STOCK OPTION SCHEME

During the year 2005-06, the Company had established NIIT Employee Stock Option Plan 2005 âESOP 2005" and the same was approved at the General Meeting of the Company held on May 18, 2005. The plan was set up so as to offer and grant, for the benefit of employees (excluding promoters) of the Company, who are eligible under âSecurities and Exchange Board of India (SEBI) (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999", options of the Company in one or more tranches, and on such terms and conditions as may be fixed or determined by the Board, in accordance with the provisions of law or guidelines issued by the relevant authorities in this regard.

As per the plan, each option is exercisable for one equity share of face value of Rs. 2/- each (Rs.10/- each pre bonus and split) fully paid up on payment to the Company, at a price to be determined in accordance with ESOP 2005. ESOP information is given for the number of shares after sub-division and Bonus issue.

(i) During the year, the Company has collected Rs. 29.70 Million (Previous year Rs. 8.95 Million) towards loans, debts and other balances recoverable from its wholly owned subsidiary Mindchampion Learning Systems Limited for which provision was recognized as an exceptional item in the earlier years now written back.

(ii) During the year, the Company has written back provisions amounting to Rs. 9.65 Million (Previous year Nil) for doubtful debts and advances recoverable for which provisions were recognized as exceptional items in earlier years based on collections received.

(iii) During the previous year the Company had created an additional provision for bonus of Rs. 4.49 Million related to the period April 1, 2014 to March 31, 2015 pursuant to retrospective amendment to âThe Payment of Bonus Act, 1965" notified on January 1, 2016.

(iv) In earlier years, the Company had made provision for inventory aggregating to Rs. 3.21 Million lying with the Company for business support amounting to Rs. 39.77 Million as one time credit to eligible business partners out of which an amount of Rs. 17.42 Million was written back in previous year upon settlement of claims of the eligible business partners.

7 During the year, the Company has acquired the business from Perceptron Learning Solutions Private Limited (''Perceptron''). The strategic acquisition is expected to bring complementary technology platforms and capabilities to the Company.

The acquisition was made for an aggregate consideration of Rs. 24.85 Million. Out of the total consideration, Rs. 14.85 Million was paid during the year and Rs. 10 Million is payable based on achievement of performance based milestone. The purchase price has been allocated between the fair values of assets & liabilities based on an independent valuation report as a result of which a goodwill of Rs. 19.77 Million has been recognized in these financial statements.

31 The Board of Directors of the Company has, in its meeting held on March 24, 2017, approved the amalgamation of PIPL Management Consultancy and Investment Private Limited (âPMPL") and Global Consultancy and Investment Private Limited (âGCPL") with NIIT Limited (âthe Company or NIIT") by way of and in accordance with a scheme of amalgamation as per the provisions of Sections 230 to 232 and any other applicable provisions of the Companies Act, 2013 (hereinafter referred to as the âScheme"). PMPL and GCPL hold 15.30% & 15.64% equity shares of NIIT Limited respectively and form part of promoter/ promoter group of NIIT Ltd. From the effective date, pursuant to the Scheme, the entire shareholding of PMPL and GCPL in the Company shall stand cancelled and the equivalent shares of the Company shall be re-issued to the shareholders of PMPL and GCPL as on the record date to be fixed for the purpose. Pursuant to the proposed amalgamation of PMPL and GCPL with the Company, there will be no change in the promoter''s shareholding in the Company. All cost and charges arising out of this proposed scheme of amalgamation shall be borne by the promoter/ promoter group.

The aforesaid Scheme is subject to various regulatory and other approvals and sanction by National Company Law Tribunal, New Delhi Bench and accordingly, not reflected in these financial statements.

8 RELATED PARTY TRANSACTIONS AS PER ACCOUNTING STANDARD 18:

A. Related party relationship where control exists:

Subsidiaries

1 Mindchampion Learning Systems Limited

2 NIIT Yuva Jyoti Limited

3 NIIT Institute of Finance Banking and Insurance Training Limited

4 NIIT Institute of Process Excellence Limited

5 NIIT Limited, UK

6 NIIT Antilles NV, Netherlands Antilles

7 NIIT Malaysia Sdn. Bhd, Malaysia

8 NIIT GC Limited, Mauritius

9 NIIT China (Shanghai) Limited, Shanghai, China

10 NIIT Wuxi Service Outsourcing Training School, China

11 Chongqing NIIT Education Consulting Limited, China

12 Wuxi NIIT Information Technology Consulting Limited, China

13 Changzhou NIIT Information Technology Consulting Limited, China

14 Su Zhou NIIT Information Technology Consulting Limited, China

15 NIIT (USA) Inc., USA

16 PT NIIT Indonesia, Indonesia (Under liquidation)

17 NIIT West Africa Limited, Nigeria

18 Qingdao NIIT Information Technology Company Limited , China

19 Chongqing An Dao Education Consulting Limited , China

20 Zhangjiagang NIIT Information Services Limited , China

21 Chengmai NIIT Information Technology Company Limited , China

22 NIIT Ireland Limited, Ireland

23 Dafeng NIIT Information Technology Co., Limited, China

24 Guizhou NIIT Information Technology consulting Co., Limited, China

25 NIIT Learning Solutions (Canada) Limited, Canada

26 NIIT (Guizhou) Education Technology Co., Limited, China

B. Other related parties with whom the Company has transacted:

a) Associates (Parties in which Company has substantial interest)

1 NIIT Technologies Limited

2 NIIT GIS Limited

3 NIIT Smart Serve Limited

b) Key Managerial Personnel

1 Rajendra S Pawar (Chairman)

2 Vijay K Thadani (Vice-Chairman & Managing Director)

3 P Rajendran (Joint Managing Director)

4 Rahul Keshav Patwardhan (Chief Executive Officer w.e.f. May 28, 2015)

5 Rohit Kumar Gupta (Chief Financial Officer till February 28, 2017)

6 Amit Roy (Chief Financial Officer w.e.f. March 01, 2017 )

c) Relatives of Key Managerial Personnel

1 Renuka Thadani (Wife of Vijay K Thadani)

2 Veena Oberoi (Sister of Vijay K Thadani)

d) Parties in which the Key Managerial Personnel of the Company are interested

1 NIIT Institute of Information Technology

2 NIIT Foundation (formerly known as NIIT Education Society)

3 NIIT University

4 Pace Industries Private Limited

5 NIIT Network Services Limited

6 Naya Bazaar Novelties Private Limited

Footnotes:-

i) Previous year figures are given in parenthesis.

ii) Includes Purchase of Goods from:

Naya Bazaar Novelties Pvt. Limited Rs. 0.36 Million (Previous year Rs. 0.53 Million)

Mindchampion Learning Systems Limited Rs. Nil (Previous year Rs. 0.87 Million)

NIIT Yuva Jyoti Limited Rs. Nil (Previous year Rs. 0.16 Million)

NIIT Institute of Finance, Banking & Insurance Training Limited Rs. Nil (Previous year Rs. 4.35 Million)

iii) Includes Purchase of Fixed Assets (including services received for development of intangible assets) from:

NIIT Institute of Finance, Banking & Insurance Training Limited Rs. Nil (Previous year Rs. 11.08 Million)

iv) Includes Sale of Fixed Assets to:

NIIT Yuva Jyoti Limited Rs. 0.10 Million (Previous year Rs. Nil)

v) Includes Sale of Goods to:

NIIT Foundation Rs. 5.10 Million (Previous year Rs. Nil) v(a)Includes Sale of Services to:

NIIT (USA) Inc. and Branches Rs. 641.82 Million (Previous year Rs. 897.94 Million)

NIIT Antilles NV, Netherlands Antilles Rs. 32.58 Million (Previous year Rs. 56.71 Million)

NIIT Limited, UK and Branches Rs. 240.82 Million (Previous year Rs. 246.89 Million)

NIIT Technologies Limited Rs. 3.35 Million (Previous year Rs. 1.94 Million)

NIIT Institute of Process Excellence Limited Rs. Nil (Previous year Rs. 0.19 Million)

NIIT Malaysia, Sdn, Bhd Rs. 4.08 Million (Previous year Rs. 1.30 Million)

NIIT University Rs. Nil (Previous year Rs. 0.76 Million)

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 77.46 Million (Previous year Rs. 43.57 Million)

NIIT Learning Solutions (Canada) Limited Rs. 5.05 Million (Previous year Rs. Nil)

NIIT Ireland Limited Rs. 71.10 Million (Previous year Rs. Nil)

NIIT Foundation Rs. 4.69 Million (Previous year Rs. Nil)

vi) Includes Purchase of services- Professional and Technical Outsourcing Expense from:

Mindchampion Learning Systems Limited Rs. Nil (Previous year Rs. 0.06 Million)

NIIT University Rs. 0.88 Million (Previous year Rs. 0.30 Million)

NIIT Ireland Limited and branches Rs. 11.37 Million (Previous year Rs. Nil)

NIIT Institute of Process Excellence Limited Rs. 10.92 Million (Previous year Rs. 8.73 Million)

NIIT Malaysia, Sdn, Bhd Rs. 0.06 Million (Previous year Rs. Nil)

NIIT USA Inc. Rs. 30.82 Million (Previous year Rs. Nil)

NIIT Limited, UK Norway branch Rs. Nil (Previous year Rs. 6.16 Million)

vii) Includes Purchase of services- Others from:

NIIT Technologies Limited Rs. 21.58 Million (Previous year Rs. 21.48 Million)

NIIT University Rs. 7.98 Million (Previous year Rs. 0.32 Million)

NIIT Network Services Limited Rs. Nil (Previous year Rs. 0.14 Million)

viii) Includes Recovery from subsidiaries for Management Services:

NIIT Antilles N.V Rs. 1.26 Million (Previous year Rs. 1.85 Million)

NIIT China (Shanghai) Limited Rs. 22.30 Million (Previous year Rs. 20.57 Million)

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 1.91 Million (Previous year Rs. 5.29 Million)

NIIT Institute of Process Excellence Limited Rs. 5.77 Million (Previous year Rs. 6.19 Million)

NIIT (USA) Inc. Rs. 42.32 Million (Previous year Rs. 40.31 Million)

NIIT Yuva Jyoti Limited Rs. 5.09 Million (Previous year Rs. 4.41 Million)

NIIT Limited, UK and branches Rs. 33.94 Million (Previous year Rs. 26.26 Million)

NIIT Ireland Limited and branches Rs. 4.17 Million (Previous year Rs. 0.02 Million)

Mindchampion Learning Systems Limited Rs. 25.36 Million (Previous year Rs. 28.22 Million)

NIIT Learning Solutions (Canada) Limited Rs. 1.55 Million (Previous year Rs. Nil)

NIIT Malaysia, Sdn, Bhd Rs. 0.90 Million (Previous year Rs. 0.80 Million)

ix) Includes Recovery of Employee Benefit Expenses from:

NIIT University Rs. 0.06 Million (Previous year Rs. 0.04 Million)

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 0.02 Million (Previous year Rs. 3.70 Million) NIIT Yuva Jyoti Limited Rs. 0.08 Million (Previous year Rs. 2.64 Million)

Mindchampion Learning Systems Limited Rs. 0.37 Million (Previous year Rs. 0.42 Million)

NIIT Institute of Process Excellence Limited Rs. 0.03 Million (Previous year Rs. 0.02 Million)

NIIT Technologies Limited Rs. Nil (Previous year Rs. 0.21 Million)

NIIT Foundation Rs. 0.02 Million (Previous year Rs. 0.01 Million)

x) Includes Recovery of Professional technical and outsourcing expenses from:

Mindchampion Learning Systems Limited Rs. 0.09 Million (Previous year Rs. 0.01 Million)

NIIT Yuva Jyoti Limited Rs. 0.03 Million (Previous year Rs. Nil)

NIIT Institute of Process Excellence Limited Rs. 0.02 Million (Previous year Rs. Nil)

NIIT University Rs. 0.02 Million (Previous year Rs. Nil)

xi) Includes Recovery of other Expenses from:

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 0.84 Million (Previous year Rs. 9.16 Million) NIIT (USA) Inc. Rs. 10.88 Million (Previous year Rs. 13.31 Million)

NIIT Yuva Jyoti Limited Rs. 2.24 Million (Previous year Rs. 2.74 Million)

Mindchampion Learning Systems Limited Rs. 11.96 Million) (Previous year Rs. 17.83 Million)

NIIT Antilles N.V Rs. 0.59 Million (Previous year Rs. Nil)

NIIT Institute of Process Excellence Limited Rs. 1.01 Million (Previous year Rs. 2.93 Million)

NIIT Ireland Limited Rs. Nil (Previous year Rs. 0.01 Million)

NIIT University Rs. 1.99 Million (Previous year Rs. 1.55 Million)

NIIT Limited, UK Rs. 14.73 Million (Previous year Rs. 15.43 Million)

NIIT Technologies Limited Rs. 0.22 Million (Previous year Rs. 1.04 Million)

NIIT Foundation Rs. 1.02 Million (Previous year Rs. 1.25 Million)

NIIT GIS Limited Rs. 0.03 Million (Previous year Rs. 0.02 Million)

Vijay K Thadani Rs. 0.12 Million (Previous year Rs. Nil)

Rajendra S Pawar 0.12 Million (Previous year Rs. Nil)

xii) Includes Recovery of other expenses from under the head other income:

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 0.04 Million (Previous year Rs. 1.67 Million) NIIT Yuva Jyoti Limited Rs. 1.21 Million (Previous year Rs. 2.99 Million)

NIIT China (Shanghai) Limited Rs. Nil (Previous year Rs. 3.18 Million)

Mindchampion Learning Systems Limited Rs. 5.26 Million (Previous year Rs. 5.62 Million)

NIIT Institute of Process Excellence Limited Rs. 0.78 Million (Previous year Rs. 0.39 Million)

NIIT University Rs. 1.36 Million (Previous year Rs. 0.95 Million)

NIIT Technologies Limited Rs. 0.01 Million (Previous year Rs. 0.04 Million)

NIIT Foundation Rs. 0.10 Million (Previous year Rs. 0.16 Million)

xiii) Includes Recovery of Employee benefit Expenses by:

NIIT Yuva Jyoti Limited Rs. Nil (Previous year Rs. 0.07 Million)

xiv) Includes Recovery of Professional technical and outsourcing expenses by

NIIT Institute of Finance Banking and Insurance Training Limited Rs. Nil (Previous year Rs. 16.87 Million) NIIT Limited UK Rs. 75.71 Million (Previous year Rs. 61.77 Million)

NIIT (USA) Inc. Rs. Nil (Previous year Rs. 15.39 Million)

NIIT University Rs. 7.59 Million (Previous year Rs. 1.95 Million)

xv) Includes Recovery of other Expenses by:

Mindchampion Learning Systems Limited Rs. 0.49 Million (Previous year Rs. 1.69 Million)

NIIT Institute of Finance Banking and Insurance Training Limited Rs. Nil (Previous year Rs. 1.06 Million)

NIIT (USA) Inc. Rs. 9.35 Million (Previous year Rs. 18.30 Million)

NIIT Limited UK Rs. 3.04 Million (Previous year Rs. Nil)

NIIT Yuva Jyoti Limited Rs. Nil (Previous year Rs. 16.94 Million)

Renuka Thadani Rs. 0.90 Million (Previous year Rs. 1.09 Million)

Veena Oberoi Rs. 0.12 Million (Previous year Rs.0.73 Million)

NIIT Network Services Limited Rs. 0.05 Million (Previous year Rs. Nil)

NIIT University Rs. Nil (Previous year Rs. 9.22 Million)

NIIT Foundation Rs. Nil (Previous year Rs. 0.12 Million)

NIIT Technologies Ltd Rs.0.29 Million (Previous year Rs. 0.04 Million)

Pace Industries Pvt. Ltd. Rs. 0.12 Million (Previous year Rs. 0.73 Million)

xvi) Includes Royalty paid to:

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 35.28 Million (Previous year Rs. 36.53 Million) NIIT Yuva Jyoti Limited Rs. 11.43 Million (Previous year Rs. 17.24 Million)

xvii) Represents Investments made in:

NIIT Ireland Limited Rs. Nil (Previous year Rs. 10.78 Million)

NIIT Yuva Jyoti Limited Rs. 160 Million (Previous year Rs. Nil)

xviii) Loans Given relates to:

NIIT Yuva Jyoti Limited Rs. 135 Million (Previous year Rs. Nil)

Mindchampion Learning Systems Limited Rs. 78 Million (Previous year Rs. 278 Million)

xix) Loans Given Received Back relates to:

NIIT Yuva Jyoti Limited Rs. 135 Million (Previous year Rs. Nil)

Mindchampion Learning Systems Limited Rs. 385.70 Million (Previous year Rs. 25 Million)

xx) Inter Corporate Deposits Taken from:

NIIT Institute of Process Excellence Limited Rs. 124 Million (Previous year Rs. 85 Million)

NIIT Institute of Finance, Banking & Insurance Training Limited Rs. 40 Million (Previous year Rs. Nil)

xxi) Inter Corporate Deposits Repaid:

NIIT Institute of Process Excellence Limited Rs. 85 Million (Previous year Rs. Nil)

xxii) Interest Income from:

Mindchampion Learning Systems Limited Rs. 22.36 Million (Previous year Rs. 26.43 Million)

NIIT Institute of Finance, Banking & Insurance Training Limited Rs. Nil (Previous year Rs 0.50 Million) NIIT Yuva Jyoti Limited Rs. 3.84 Million (Previous year Rs. Nil)

xxiii) Interest Expenditure includes:

NIIT Institute of Process Excellence Limited Rs. 10.96 Million (Previous year Rs. 6.19 Million)

NIIT Institute of Finance, Banking & Insurance Training Limited Rs. 1.54 Million (Previous year Rs. Nil)

xxiv) Remuneration to:

Vijay K Thadani Rs. 15.56 Million (Previous year Rs. 15.62 Million)

P Rajendran Rs. 14.49 Million (Previous year Rs. 16.93 Million)

Rahul Keshav Patwardhan Rs. 47.33 Million (Previous year Rs. 32.28 Million)

Rohit Kumar Gupta Rs. 14.42 Million (Previous year Rs. 14.83 Million)

Amit Roy Rs. 0.36 Million (Previous year Rs. Nil)

xxv) Other Income includes:

NIIT Antilles NV, Netherlands Antilles Rs. 17.16 (Previous year Rs. 18.34 Million)

xxvi) Dividend Income includes:

NIIT Technologies Limited Rs. 144.93 Million (Previous year Rs. 137.69 Million)

xxvii) Corporate Guarantee Charges (included in other Non-Operating Income)

NIIT USA Inc. Rs. 1.53 Million (Previous year Rs. 2.90 Million)

NIIT Yuva Jyoti Limited Rs. 0.64 Million (Previous year Rs. 0.71 Million)

Mindchampion Learning Systems Limited Rs. 1.28 Million (Previous year Rs. Nil)

xxviii) Guarantee & Collaterals

Mindchampion Learning Systems Limited Rs. 450 Million (Previous year Rs. Nil)

NIIT Yuva Jyoti Limited Rs. 210 Million (Previous year Rs. Nil)

Footnotes:-

(i) Refer Notes 19 and 20 for guarantees, collaterals and commitments as at the year end.

The aggregate depreciation charged on the above assets during the year is Rs. 0.18 Million (Previous year Nil).

The assets have been given on the lease during the year.

41 Derivative instruments and unheeded foreign currency exposure

The Company''s activities are expose to market risk and in order to minimize any adverse effects on the financial performance of the company, derivative financial instruments, such as foreign exchange forward contracts and foreign currency swap contracts are used to hedge certain foreign currency risk exposures and not as trading or speculative instruments.

Risk management is predominately controlled by a treasury department of the Company under policies approved by the Board of Directors. The treasury department identifies, evaluates and hedges financial risks in close cooperation with the company''s operating units. The board provides written principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risks, use of derivative financial instruments and non-derivative financial instruments.

The note explains the Company''s exposure to financial risks and how these risks could affect the Company''s future financial performance.

For managing its foreign exchange risk, the Company undertakes forward covers for existing receivables balances and/or future commitment transactions. For risks related to variability of interest rates on long term borrowings, the company has undertaken interest rate swaps.

b) The Company has taken forward covers against forecast sales which are expected to occur in next 12 months. The Company has not designated these as effective hedges and has accounted for the mark to market gain of Rs. 18.33 Million (previous year Nil) to the Statement of Profit and Loss with a corresponding debit to Derivative Instrument Fair Value Asset.

* SBNs mean the bank notes of denominations of the existing series of the value of five hundred rupees and one thousand rupees as defined under the notification of the Government of India, in the Ministry of Finance, Department of Economic Affairs no. S.O.3407(E), dated November 8, 2016.

a) The above information includes currency aggregating Rs. 5.79 Million which were lying with 70 Service Providers of the Company and the Company is in the process of arranging the above details from the service providers. Subsequent to December 30, 2016 an amount of Rs. 3.71 Million has been received by the company from service providers through banking channels and balance amount is debited to their account subsequent to year end.

9 During the previous year, the Company had initiated steps to consolidate physical and manpower capacity across its various course offerings which were spread across its own and network centres of the Company and its subsidiaries. As a result, the Company acquired the tangible fixed assets, order book, inventories and student advances of the respective subsidiaries effective from July 1, 2015, pursuant to the arrangements entered into with the respective subsidiaries. Pursuant to those arrangements, w.e.f. July 1, 2015, the Company provided training and courseware to students at its own centres and sourcing content from the respective subsidiaries. These arrangements were duly approved by Board of Directors of the Company.

10 Previous year figures have been regrouped/ reclassified to conform the current year classification. Figures for the previous years are not comparable pursuant to the effect of the arrangements as stated in Note 43 above.

The accompanying Notes form an integral part of these financial statements.

Mar 31, 2016

1. The Company had received Show Cause Notices under section 263 of the Income Tax Act, 1961, issued by the Commissioner of
Income Tax for the Assessment years 1999-00 to 2005-06, who later issued Orders directing the Assessing Officer for re-assessment
on certain items. Orders passed by the CIT u/s 263 for AY 1999-00 to AY 2005-06 have been challenged by the Company in the
Income Tax Appellate Tribunal. The Tribunal has since passed order for AY 1999-00. The Tribunal has decided the issue of
assumption of jurisdiction against the Company. On merits, Tribunal has allowed some of the issues and dismissed others which
were referred back to the assessing officer for fresh examination and at this stage there is no ascertained/ quantified demands.
The Company has filed appeal before the Hon''ble High Court against the aforesaid order of the Tribunal which is pending for
disposal. The Hon''ble High Court, however, has passed interim order that Assessing Officer will proceed with the matter, but he
will not pass final order. Based on legal opinion, the Company has good chances of obtaining adequate relief before the Hon''ble
High Court.

2. Guarantees

i. Guarantees issued by bankers outstanding at the end of the year Rs. 1.12 Million (Previous year Rs.4.50 Million).

ii. Corporate Guarantee of Rs. 562.49 Million (USD 8.5 Million) [Previous year Rs. 529.85 Million (USD 8.50 Million)] issued to
Skill Soft Corporation, USA & Skill Soft Ireland Limited to secure them against any indemnification obligations of NIIT Ventures
Inc. (erstwhile step down subsidiary of the Company) and NIIT (USA) Inc., with respect to sale of Element K Corporation
(erstwhile step down subsidiary of the Company) in prior year.

iii. Corporate Guarantee given to National Skill Development Corporation to secure loans of Rs. 142.64 Million (Previous year Rs.
142.64 Million) availed by NIIT Yuva Jyoti Limited, a subsidiary of the Company.

3. Other monies for which the company is contingently liable

i. Security given for working capital limits on behalf of Mindchampion Learning Systems Limited (Formerly known as
Hole-in-the-Wall Education Limited) Rs. 30 Million (Previous year Rs. 30 Million) [Amount Outstanding at year end Rs.Nil
(Previous year Rs. Nil)]

ii. Standby Letter of Credit Rs. 496.31 Million (USD 7.5 Million) [Previous year Rs. 467.52 Million (USD 7.5 Million)] issued for
working capital limits in favour of NIIT (USA) Inc., USA, a subsidiary of the Company by earmarking working capital facility of
NIIT Limited.

iii. The Company has outstanding letters of credit of Rs. 26.58 Million (Previous year Rs. Nil).

20 CAPITAL AND OTHER COMMITMENTS

(a) Estimated amount of contracts remaining to be executed on capital account (net of advances) not provided for Rs. 508.72
Million (Previous year Rs. 12.83 Million).

(b) For commitments related to lease arrangements, refer Note 40.

(c ) The Company has issued a letter of support to provide need based financial support to its subsidiaries Mindchampion Learning
Systems Limited (Formerly known as Hole-in-the-Wall Education Limited), NIIT Yuva Jyoti Limited, NIIT Ireland Limited and NIIT
Antilles N V.

B) Defined Benefit Plans I. Provident Fund

The Company makes contribution to the "NIIT LIMITED EMPLOYEES'' PROVIDENT FUND TRUST" ("the Trust"), which is a defined benefit
plan. The Company contributed Rs. 19.78 Million (Previous year Rs. 20.42 Million) including Rs. 1.95 Million (Previous year Rs.
1.95 Million) in respect of Key Managerial personnel during the year to the Trust.

The Company has an obligation to make good the shortfall, if any, between the return from the investments of the Trust and the
notified interest rate. The Company''s obligation in this regard is actuarially determined and provided for if the circumstances
indicate that the Trust may not be able to generate adequate returns to cover the interest rates notified by the Government.

The guidance on implementing AS 15 Employee Benefits (revised 2005), issued by Accounting Standards Board (ASB) of The Institute
of Chartered Accountants of India, states that benefits involving employer established provident fund trust, which require
interest shortfall to be compensated by the employer is required to be considered as Defined Benefits Plans. The actuary has
provided a valuation and based on the below mentioned assumptions, determined that there is no short fall as at the year end.

The details of fund and plan assets of the Trust (inclusive of contribution received from subsidiaries) are as follows (limited
to the extent provided by the actuary):

*Contributions include recoveries from Associates and Subsidiaries.

**Actuary''s estimates of contributions for the next financial year is Rs. 37.03 Million (Previous year Rs. 29.50 Million).

Estimates of future salary increase considered in actuarial valuation, takes account of inflation, seniority, promotion and other
relevant factors, such as supply and demand in the employment market.

vi) Investment details of Plan Assets:-

The plan assets are maintained with Life Insurance Corporation of India Gratuity Scheme. The details of investment maintained by
Life Insurance Corporation of India are not available with the Company and have not been disclosed.

The expected return on plan assets is determined considering several applicable factors mainly the composition of plan assets
held, assessed risk of asset management, historical result of the return on plan assets.

4 EMPLOYEES STOCK OPTION SCHEME

During the year 2005-06, the Company had established NIIT Employee Stock Option Plan 2005 "ESOP 2005" and the same was approved
at the General Meeting of the Company held on May 18, 2005. The plan was set up so as to offer and grant, for the benefit of
employees (excluding promoters) of the Company, who are eligible under "Securities and Exchange Board of India (SEBI) (Employee
Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999", options of the Company in one or more tranches, and on
such terms and conditions as may be fixed or determined by the Board, in accordance with the provisions of law or guidelines
issued by the relevant authorities in this regard.

As per the plan, each option is exercisable for one equity share of face value of Rs. 2/- each (Rs. 10/- each pre bonus and
split) fully paid up on payment to the Company, at a price to be determined in accordance with ESOP 2005. ESOP information is
given for the number of shares after sub-division and Bonus issue.

Exceptional items as above comprise, items of income/(expenditure), arising from ordinary activities of the Company of such size,
nature or incidence that their separate disclosure is considered appropriate to better explain the performance for the year.

(i) During the year, the Company has written back provision amounting to Rs. 8.95 Million for doubtful debts and advances
recoverable from its wholly owned subsidiary Mindchampion Learning Systems Limied (Formerly Known as Hole-in-the-Wall-Education
Limited) which was recognised as an exceptional item at the time of recognition.

(ii) During the year, the Company has created an additional provision for bonus of Rs. 4.49 Million related to the period April
1, 2014 to March 31, 2015 pursuant to retrospective amendment to "The Payment of Bonus Act, 1965" notified on January 1, 2016.

(iii) During the previous year, NIIT (USA) Inc., a wholly owned overseas subsidiary of the Company, has bought back 6.50 Million
equity shares from the Company for a consideration of USD 1.01 per share based on a valuation carried out by an independent
valuer. The difference in the fair value and the book value of shares aggregating to Rs. 111.86 Million was recognised as an
exceptional income in the financial statements. NIIT (USA) Inc. continues to be a wholly owned subsidiary post this transaction.
Further, in view of consistent improvement in financial performance of NIIT (USA) Inc. USA, strong order book and financial
projections, the Company has written back the provision for diminution, other than temporary, in value of investments amounting
to Rs. 398.42 Million in the previous year.

(iv) During the previous year, pursuant to the Scheme of Arrangement (Refer Note 30), the Company had transferred the School
Business Undertaking to its wholly owned subsidiary company, Mindchampion Learning Systems Limited (Formerly Known as
Hole-in-the-Wall Education Limited), for a consideration of Rs.1,080.64 Million against a net book value of Rs. 1,053.19 Million.
The difference between consideration and book value amounting to Rs. 27.45 Million was credited to Statement of Profit and Loss.
Further, the expenditure incurred in relation to the Scheme of Arrangement amounting to Rs. 40.45 Million was charged to the
Statement of Profit and Loss.

(v) The Company had made a provision of Rs. 44.57 Million in the previous year towards Value added tax basis ongoing proceedings
with the concerned authorities in respect of customer contracts executed in earlier years.

(vi) During the previous year, the Company had made a provision for diminution, other than temporary, in value of investment
amounting to Rs. 855.16 Million and Rs. 210 Million for the investment made in wholly owned subsidiaries, NIIT Antilles N V,
Netherlands Antilles and Mindchampion Learning Systems Limited (Formerly Known as Hole-in-the-Wall Education Limited)
respectively based on future business direction, cash generating capabilities and revised business plans.

vii) Owing to significant delays in collections, persistent follow up and management''s defocus from government and other
contracts, the Company made one time provision in respect of receivable balance from the customers of Rs. 185.31 Million during
the previous year. Further during the previous year the company closed education centres as a result of which the Company created
a provision for secuirty deposit of Rs. 6.86 Million for centres closed.

viii) During the previous year, the Company completed transition from physical mode of courseware delivery to Cloud and
Collaborative Delivery Model. On account of change in delivery technology, the Company made provision for inventory aggregating
to Rs. 3.21 Million lying with the Company and made provision for business support amounting to Rs. 39.77 Million as one time
credit to eligible business partners out of which an amount of Rs. 17.42 Million has been written back upon settlement of claims
of the eligible business partners.

ix) During the previous year, pursuant to slow down in IT training business the Company has made a provision for impairment of
intangibles which is included in Note 10.1 under Fixed assets.

5 Scheme of Arrangement

The Board of Directors in their meeting held on August 26, 2014 approved a Composite Scheme of Arrangement (''the Scheme'') between
the Company and its erstwhile subsidiaries Scantech Evaluation Services Limied (''SESL''), Evolv Services Limited (''ESL''), NIIT
Online Learning Limited (''NOLL'') (also, collectively referred to as ''the amalgamating companies'') and Hole-in-the-Wall Education
Limited (''HiWEL'' or ''the transferee company'') and their respective shareholders and creditors under sections 391 to 394 of the
Companies Act, 1956, for streamlining of the group structure, consolidation of business operations and reduction in costs. SESL
is engaged in the business of making investment into shares and securities of other companies/ body corporates, ESL is in the
business of providing training to corporate customers in areas of professional life and NOLL is in the business of online
learning through use of web-based technologies. The transferee company is involved in research and development activities
involving elementary education and life skills of children.

Pursuant to the Scheme, the amalgamating companies were transferred to and vested with the Company and the School Business
Undertaking of the Company, as defined in the Scheme (''the Undertaking''), was transferred to the transferee company for a lumpsum
consideration of Rs.1,080.64 Million retrospectively with effect from April 1, 2014 (''the appointed date''). The Scheme was
approved by the shareholders and the Hon''ble High Court of Judicature at Delhi (''the Hon''ble High Court'') on January 31, 2015 and
May 8, 2015 respectively. The Scheme came into effect upon filing of the order of the Hon''ble High Court with the Registrar of
Companies on May 23, 2015 (''the effective date''). From the effective date, the amalgamating companies stand dissolved without
being wound up and their business continues to be carried out by the Company.

A. In respect of amalgamation of amalgamating companies

Pursuant to the Scheme, the businesses of the amalgamating companies, together with all the properties, assets, rights,
liabilities and interest therein, stood transferred to and vested in the Company, as a going concern, with effect from April 1,
2014 and the business of the amalgamating companies was carried out for and on account of and in trust by the Company. The
authorised share capital of the Company was increased by an amount of Rs. 636 Million.

The amalgamation was accounted for using ''Purchase'' method as set out in Accounting Standard (AS)14 Accounting for Amalgamations
based on an opinion received from the Expert Advisory Commitee of the ICAI (the ''EAC'').

In accordance with the scheme all the assets and liabilities as on the appointed date, of the amalgamating companies became the
assets and liabilities of the Company and were recorded at fair values in the books of the Company based on a report of an
independent valuer and the difference between the fair value of assets and liabilities of the amalgamating companies was credited
to Capital Reserve Account after adjusting inter-company balances, as approved by the Board of Directors in their meeting held on
July17, 2015.

B. In respect of transfer of the Undertaking

Upon the Scheme becoming effective and from the appointed date, the Undertaking stood transferred to and vested in the transferee
company and the business of the Undertaking was carried out for and on account of and in trust for the transferee company upto
the effective date. Pursuant to the Scheme, the consideration over the excess of book values of the assets of the Undertaking
comprising fixed assets, trade receivable, cash and bank balances and other assets and the aggregate of the transferred
liabilities was credited to the Statement of Profit and Loss of the Company for the year ended March 31, 2015. The net gain of
Rs. 27.45 Million, arising on such transfer, was determined as below:

The consideration has since been discharged by Mindchampion Learning Systems Limited (Formerly known as Hole-in- the-Wall
Education Limited) through issuance of 18,064,065 equity shares of Rs. 10/- each fully paid up and 900,000 Optionally Convertible
Debentures (OCDs) of Rs. 1,000/- each fully paid at a coupon rate of 0.5% for a period of 5 years from the date of allotment.
The Company shall have the right to convert such OCDs into equity shares at the expiry of third year from the date of allotment,
as approved by the Board of Directors of Mindchampion Learning Systems Limited (Formerly known as Hole-in-the-Wall Education
Limited) in their meeting held on May 25, 2015.

*As the impact of dilution is anti-dilutive, the basic and diluted earning/(loss) per share remains the same.

6 RELATED PARTY TRANSACTIONS AS PER ACCOUNTING STANDARD 18:

A. Related party relationship where control exists: Subsidiaries

1 NIIT Online Learing Limited (Amalgamated with NIIT Limited w.e.f April 1,2014)

2 Scantech Evaluation Services Limited (Amalgamated with NIIT Limited w.e.f April 1,2014)

3 Evolv Services Limited (Amalgamated with NIIT Limited w.e.f April 1,2014)

4 Mindchampion Learning Systems Limited (Formerly known as Hole-in-the-Wall Education Limited)

5 NIIT Yuva Jyoti Limited

6 NIIT Institute of Finance Banking and Insurance Training Limited

7 NIIT Institute of Process Excellence Limited

8 NIIT Limited, UK

9 NIIT Antilles N V, Netherlands Antilles

10 NIIT Malaysia Sdn. Bhd, Malaysia

11 NIIT GC Limited, Mauritius

12 NIIT China (Shanghai) Limited, Shanghai, China

13 NIIT Wuxi Service Outsourcing Training School, China

14 Chongqing NIIT Education Consulting Limited, China

15 Wuxi NIIT Information Technology Consulting Limited, China

16 Changzhou NIIT Information Technology Consulting Limited, China

17 Su Zhou NIIT Information Technology Consulting Limited, China

18 NIIT (USA) Inc., USA

19 NIIT Ventues Inc., USA (Amalgamated with NIIT (USA) Inc., USA w.e.f. December 1, 2014)

20 PT NIIT Indonesia, Indonesia (Under liquidation)

21 NIIT West Africa Limited, Nigeria

22 Qingdao NIIT Information Technology Company Limited , China

23 Chongqing An Dao Education Consulting Limited , China

24 Zhangjiagang NIIT Information Services Limited , China

25 Chengmai NIIT Information Technology Company Limited , China

26 NIIT Ireland Limited

27 Dafeng NIIT Information Technology Company Limited

28 Guizhou NIIT Information Technology consulting Company Limited

29 NIIT Learning Solutions (Canada) Limited

B. Other related parties with whom the Company has transacted: a) Associates (Parties in which Company has substantial interest)

1 NIIT Technologies Limited

2 NIIT GIS Limited

3 NIIT Smart Serve Limited

b) Key Managerial Personnel

1 Rajendra S Pawar (Chairman)

2 Vijay K Thadani (Vice-Chairman & Managing Director) and (Chief Executive Officer till May 27, 2015)

3 P Rajendran (Joint Managing Director)

4 Rahul Keshav Patwardhan (Chief Executive Officer w.e.f. May 28, 2015)

5 Rohit Kumar Gupta (Chief Financial Officer)

c) Relatives of Key Managerial Personnel

1 Renuka Thadani (Wife of Vijay K Thadani)

2 Veena Oberoi (Sister of Vijay K Thadani)

d) Parties in which the Key Managerial Personnel of the Company are interested

1 NIIT Institute of Information Technology

2 NIIT Foundation (formerly known as NIIT Education Society)

3 NIIT University

4 Pace Industries Private Limited

5 NIIT Network Services Limited

6 Naya Bazaar Novelties Private Limited

Note:- Refer Notes 19 and 20 for guarantees, collaterals and commitments.

Footnotes:- i) Previous year figures are given in parenthesis.

ii) Includes Purchase of Goods from:

Naya Bazaar Novelties Pvt. Limited Rs. 0.53 Million (Previous year Rs. 0.48 Million)

Mindchampion Learning Systems Limited (Formerly known as Hole-in-the-Wall Education Limited) Rs. 0.87

Million (Previous year Rs. 0.05 Million)

NIIT Yuva Jyoti Limited Rs. 0.16 Million (Previous year Rs. Nil)

NIIT Institute of Finance, Banking & Insurance Training Limited Rs. 4.35 Million (Previous year Rs. Nil)

iii) Includes Purchase of Fixed Assets (including services received for development of intangible assets) from:

NIIT Institute of Finance, Banking & Insurance Training Limited Rs. 11.08 Million (Previous year Rs. Nil)

iv) Includes Sale of Fixed Assets to:

NIIT Institute of Finance, Banking & Insurance Training Limited Rs. Nil (Previous year Rs. 0.44 Million) NIIT Institute of
Information Technologies Rs. Nil (Previous year Rs. 0.05 Million)

v) Includes sale of Services to:

NIIT (USA) Inc. Rs. 897.94 Million (Previous year Rs. 810.14 Million)

NIIT Antilles N V, Netherlands Antilles Rs. 56.71 Million (Previous year Rs. 21.54 Million)

NIIT Limited, UK Rs. 246.89 Million (Previous year Rs. 208.92 Million)

NIIT Technologies Limited Rs. 1.94 Million (Previous year Rs. 2.01 Million)

NIIT Institute of Process Excellence Limited Rs. 0.19 Million (Previous year Rs. 4.18 Million)

Mindchampion Learning Systems Limited (Formerly known as Hole-In-The-Wall Education Limited) Rs. Nil

(Previous year Rs. 0.09 Million)

NIIT GIS Limited Rs. Nil (Previous year Rs. 0.08 Million)

NIIT Malaysia, Sdn, Bhd Rs. 1.30 Million (Previous year Rs. 0.76 Million)

NIIT University Rs. 0.76 Million (Previous year Rs. 1.29 Million)

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 43.57 Million (Previous year Rs. 12.31 Million)

NIIT Smart Serve Limited Rs. Nil (Previous year Rs. 0.03 Million)

vi) Includes Purchase of services-Employee Cost from:

NIIT Institute of Process Excellence Limited Rs. Nil (Previous year Rs. 0.71 Million) NIIT University Rs. Nil (Previous year Rs.
0.36 Million)

vii) Includes Purchase of services- Professional and Technical Outsourcing Expense from:

Mindchampion Learning Systems Limited (Formerly known as Hole-In-The-Wall Education Limited) Rs. 0.06

Million (Previous year Rs. Nil)

NIIT University Rs. 0.30 Million (Previous year Rs. 4.77 Million)

NIIT Institute of Finance Banking and Insurance Training Limited Rs. Nil (Previous year Rs. 7.26 Million)

NIIT Institute of Process Excellence Limited Rs. 8.73 Million (Previous year Rs. 11.19 Million)

NIIT USA Inc. Rs. Nil (Previous year Rs. 11.11 Million)

NIIT Limited, UK Rs. 6.16 Million (Previous year Rs. Nil)

viii) Includes Purchase of services- Others from:

NIIT Institute of Process Excellence Limited Rs. Nil (Previous year Rs. 0.81 Million)

NIIT Technologies Limited Rs. 21.48 Million (Previous year Rs. 19.92 Million)

NIIT Yuva Jyoti Limited Rs. Nil (Previous year Rs. 10.98 Million)

NIIT University Rs. 0.32 Million (Previous year Rs. 2.38 Million)

NIIT Network Services Limited Rs. 0.14 Million (Previous year Rs. 0.14 Million)

NIIT Limited, UK Rs. Nil (Previous year Rs. 1.64 Million)

ix) Includes Recovery from subsidiaries for Management Services:

NIIT Antilles N.V., Netherlands Antilles Rs. 1.85 Million (Previous year Rs. 11.60 Million)

NIIT China (Shanghai) Limited Rs. 20.57 Milllion (Previous year Rs. Nil)

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 5.29 Million (Previous year Rs. 16.23 Million)

NIIT Institute of Process Excellence Limited Rs. 6.19 Million (Previous year Rs. 5.65 Million)

NIIT (USA) Inc. Rs. 40.31 Million (Previous year Rs. 8.93 Million)

NIIT Yuva Jyoti Limited Rs. 4.41 Million (Previous year Rs. 10.03 Million)

NIIT Limited, UK Rs. 26.26 Million (Previous year Rs. 3.42 Million)

NIIT Ireland Limited Rs. 0.02 Million (Previous year Rs. Nil)

Mindchampion Learning Systems Limited (Formerly known as Hole-In-The-Wall Education Limited) Rs. 28.22

Million (Previous year Rs. 75.63 Million)

NIIT Malaysia, Sdn, Bhd Rs. 0.80 Million (Previous year Rs. 0.03 Million)

x) Includes Recovery of Employee Benefit Expenses from:

NIIT University Rs. 0.04 Million (Previous year Rs.8.63 Million)

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 3.70 Million (Previous year Rs. 0.54 Million)

NIIT Yuva Jyoti Limited Rs. 2.64 Million (Previous year Rs. 0.13 Million)

Mindchampion Learning Systems Limited (Formerly known as Hole-In-The-Wall Education Limited) Rs. 0.42

Million (Previous year Rs. 0.01 Million)

NIIT Institute of Process Excellence Limited Rs. 0.02 Million (Previous year Rs. 0.03 Million) NIIT Technologies Limited Rs. 0.21
Million (Previous year Rs. 0.20 Million) NIIT Foundation Rs. 0.01 Million (Previous year Rs. 0.04 Million)

xi) Includes Recovery of Professional technical and outsourcing expenses from:

Mindchampion Learning Systems Limited (Formerly known as Hole-In-The-Wall Education Limited) Rs. 0.01

Million (Previous year Rs. 0.01 Million)

NIIT Institute of Finance Banking and Insurance Training Limited Rs. Nil (Previous year Rs. 0.02 Million)

NIIT Yuva Jyoti Limited Rs. Nil (Previous year Rs. 0.02 Million)

NIIT Institute of Process Excellence Limited Rs. Nil (Previous year Rs. 0.01 Million)

xii) Includes Recovery of other Expenses from:

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 9.16 Million (Previous year Rs. 31.70 Million) NIIT (USA)
Inc. Rs. 13.31 Million (Previous year Rs. 12.40 Million)

NIIT Yuva Jyoti Limited Rs. 2.74 Million (Previous year Rs. 5.37 Million)

Mindchampion Learning Systems Limited (Formerly known as Hole-In-The-Wall Education Limited) Rs. 17.83

Million (Previous year Rs. 23.74 Million)

NIIT Antilles N.V., Netherlands Antilles Rs. Nil (Previous year Rs. 0.39 Million)

NIIT Institute of Process Excellence Limited Rs. 2.93 Million (Previous year Rs. 1.84 Million)

NIIT Ireland Limited Rs. 0.01 Million (Previous year Rs. Nil)

NIIT University Rs. 1.55 Million (Previous year Rs. 2.10 Million)

NIIT Limited, UK Rs. 15.43 Million (Previous year Rs. 11.69 Million)

NIIT Technologies Limited Rs. 1.04 Million (Previous year Rs. 3.85 Million)

NIIT Foundation Rs. 1.25 Million (Previous year Rs. 2.30 Million)

NIIT GIS Limited Rs. 0.02 Million (Previous year Rs. 0.03 Million)

NIIT Smart Serve Limited Rs. Nil (Previous year Rs. 0.01 Million)

xiii) Includes Recovery of other expenses from under the head other income:

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 1.67 Million (Previous year Rs. 7.30 Million)

NIIT Yuva Jyoti Limited Rs. 2.99 Million (Previous year Rs. 5.59 Million)

NIIT China (Shanghai) Limited Rs. 3.18 Milllion (Previous year Rs.Nil)

Mindchampion Learning Systems Limited (Formerly known as Hole-In-The-Wall Education Limited) Rs. 5.62

Million (Previous year Rs. 6.69 Million)

NIIT Institute of Process Excellence Limited Rs. 0.39 Million (Previous year Rs. 0.23 Million)

NIIT University Rs. 0.95 Million (Previous year Rs. 2.33 Million)

NIIT Technologies Limited Rs. 0.04 Million (Previous year Rs. 0.04 Million)

NIIT Foundation Rs. 0.16 Million (Previous year Rs. 0.28 Million)

xiv) Includes Recovery of Employee benefit Expenses by:

NIIT Yuva Jyoti Limited Rs. 0.07 Million (Previous year Rs. Nil)

xv) Includes Recovery of Professional technical and outsourcing expenses by:

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 16.87 Million (Previous year Rs. Nil) NIIT Limited UK Rs.
61.77 Million (Previous year Rs. 83.17 Million) NIIT (USA) Inc. Rs. 15.39 Million (Previous year Rs. Nil) NIIT University Rs.
1.95 Million (Previous year Rs. Nil)

xvi) Includes Recovery of other Expenses by:

Mindchampion Learning Systems Limited (Formerly known as Hole-In-The-Wall Education Limited) Rs. 1.69

Million (Previous year Rs. Nil)

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 1.06 Million (Previous year Rs. 6.78 Million)

NIIT (USA) Inc. Rs. 18.30 Million (Previous year Rs. 8.62 Million)

NIIT Yuva Jyoti Limited Rs. 16.94 Million (Previous year Rs. Nil)

Renuka Thadani Rs. 1.09 Million (Previous year Rs. 1.09 Million)

Veena Oberoi Rs. 0.73 Million (Previous year Rs.0.73 Million)

NIIT University Rs. 9.22 Million (Previous year Rs. 11.04 Million)

NIIT Foundation Rs. 0.12 Million (Previous year Rs. 0.28 Million)

NIIT Technologies Limited Rs. 0.04 Million (Previous year Rs. Nil)

Pace Industries Pvt. Ltd. Rs. 0.73 Million (Previous year Rs. 0.73 Million)

xvii) Includes Royalty paid to:

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 36.53 Million (Previous year Rs.1.91 Million) NIIT Yuva
Jyoti Limited Rs. 17.24 Million (Previous year Rs. Nil)

xviii)Represents Investments made in:

NIIT Antilles N.V., Netherlands Antilles Rs. Nil (Previous year Rs. 404.56 Million) NIIT Ireland Limited Rs.10.78 Million
(Previous year Rs. Nil)

xix) Represents Investments received back from:

NIIT (USA) Inc.,USA Rs. Nil (Previous year Rs. 403.36 Million)

xx) Loans Given relates to:

NIIT Institute of Finance, Banking & Insurance Training Limited Rs. Nil (Previous year Rs. 45 Million) Mindchampion Learning
Systems Limited (Formerly known as Hole-In-The-Wall Education Limited) Rs. 278 Million (Previous year Rs. 54.70 Million)

xxi) Loans Given Received Back relates to:

NIIT Institute of Finance, Banking & Insurance Training Limited Rs. 45 Million (Previous year Rs. Nil) Mindchampion Learning
Systems Limited (Formerly known as Hole-in-the-Wall Education Limited) Rs. 25 Million (Previous year Rs. Nil)

xxii) Inter Corporate Deposits Taken from:

NIIT Institute of Process Excellence Limited Rs. 85 Million (Previous year Rs. Nil)

xxiii) Interest Income from:

Mindchampion Learning Systems Limited (Formerly known as Hole-in-the-Wall Education Limited) Rs.

26.43 Million (Previous year Rs. 5.43 Million)

NIIT Institute of Finance, Banking & Insurance Training Limited Rs. 0.50 Million (Previous year Rs 0.02 Million)

xxiv)Interest Expenditure includes:

NIIT Institute of Process Excellence Limited Rs. 6.19 Million (Previous year Rs. Nil)

xxv) Remuneration to:

Rajendra S Pawar Rs.Nil (Previous year Rs. 4.38 Million) Vijay K Thadani Rs. 15.62 Million (Previous year Rs. 5.37 Million) P
Rajendran Rs. 16.93 Million (Previous year Rs. 20.53 Million) Rahul Keshav Patwardhan Rs. 32.28 Million (Previous year Rs. Nil )
Rohit Kumar Gupta Rs. 14.83 Million (Previous year Rs. 11.56 Million)

Footnotes:-

(i) Refer Notes 19 and 20 for guarantees, collaterals and commitments as at the year end.

7 The Company internally develops software tools, platforms and content/courseware. The management estimates that this would
result in enhanced productivity and offer more technology based learning products/ solutions to the customers in future. The
Company is confident of its ability to generate future economic benefits out of the abovementioned assets. The costs incurred
during the year towards the development are as follows:

xxvi) Other Income includes:

NIIT Antilles N V, Netherlands Antilles Rs. 18.34 Million (Previous year Rs. 25.99 Million)

xxvii) Dividend Income includes:

NIIT Technologies Limited Rs. 137.69 Million (Previous year Rs. 130.44 Million)

xxviii) Corporate Guarantee Charges (included in Other Non-Operating Income)

NIIT USA Inc. Rs. 2.90 Million (Previous year Rs. 2.65 Million)

NIIT Yuva Jyoti Limited Rs. 0.71 Million (Previous year Rs. 0.71 Million)

xxix) Payment of Guarantee & Collaterals

Mindchampion Learning Systems Limited (Formerly known as Hole-in-the-Wall Education Limited) Rs. Nil (Previous year Rs. 8.92
Million)

8 During the year, the Company initiated steps to consolidate physical and manpower capacity across its various course offerings
which was spread across its own and network centres of the Company and its subsidaries. As a result, the Company acquired the
tangible fixed assets, order book, inventories and student advances of the respective subsidiaries effective from July 1, 2015,
pursuant to the arrangements entered into with the respective subsidaries. Pursuant to these arrangements, w.e.f July 1, 2015,
the Company is providing training and courseware to students at its own centres and sourcing content from the respective
subsidiaries.These arrangements have been duly approved by Board of Directors of the Company.

9 Previous year figures have been regrouped/ reclassified to conform the current year classification. Figures for the previous
years are not comparable pursuant to the effect of the arrangments as stated in 42.

Mar 31, 2015

1 CORPORATE INFORMATION

NIIT is a talent development company which was set up in 1981. NIIT ('the Company') currently offers learning and knowledge solutions across the globe to individuals, enterprises and various institutions.

2. Rights, preferences and restrictions attached to shares:-

Equity Shares: The Company has issued one class of equity shares having a par value of Rs.2/- per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

3. Details of Security given against loans

i) 12% Non Convertible Debentures issued to Life Insurance Corporation of India are secured by way of first charge on pari-passu basis on the immovable and movable fixed assets of the Company.

ii) During the current year, the Company has availed FCY Loan for INR 1000 Million equivalent of USD 16.05 Million from Citi Bank N.A, India Branch, which was simultaneously fully hedged by converting it from the floating rate USD loan into fixed rate INR loan through USD INR Currency Swap at a Spot reference (USD INR) exchange rate of USD 1 = INR 62.30, through full maturity of the loan. The said loan is secured by way of whole of the company's tangible and intangible moveable fixed assets both present and future land and building of the Company at Sector 32, Gurgaon. The necessary formalities to create the security are under process as at the year end, as per the terms of agreement. The rate of interest on fully hedged Equivalent amount of INR 1000 Million is fixed at 10.25% p.a. for the full tenure of the loan. The outstanding balance of earlier Foreign Currency Term loan has been repaid in full during the year.

iii) The Company is in the process of creating charge on assets transferred to Hole-in-the-Wall Education limited in accordance with the scheme of Arrangement

4. Maximum amount due from Directors or Other officers during the year Rs. 0.63 Million (Previous year Rs. 0.88 Million). Amount outstanding at year end Rs. Nil (Previous year Rs. Nil).

5. Short-term Loans and advances include balances with government authorities Rs. 81.34 Million (Previous year Rs. 125.28 Million).

6. CONTINGENT LIABILITIES

As at

1. Claims against the Company not acknowledged as debts:- March 31,2015 March 31,2014

- Customers 6.10 6.10

- Sales Tax/ VAT 2.50 55.07

- Works Contract Tax 31.32 31.32

- Custom Duty 4.70 -

- Service Tax 20.98 20.98

- Income Tax 369.92 313.37

- Others* 12.74 12.74

*Pertains to alleged dues towards provident fund payable by vendors of the Company which the Company is also contesting.

(a) It is not practical for the Company to estimate the timings of cash outflows, if any, in respect of the above pending resolution of the respective proceedings. Management does not forsee any financial implication based on advice of legal counsel.

(b) The Company does not expect any reimbursements in respect of the above.

2. The Company had received Show Cause Notices under section 263 of the Income Tax Act, 1961, issued by the Commissioner of Income Tax for the Assessment years 1999-00 to 2005-06, who later issued Orders directing the Assessing Officer for re-assessment on certain items. Orders passed by the CIT u/s 263 for AY 1999-00 to AY 2005-06 have been challenged by the Company in the Income Tax Appellate Tribunal. The Tribunal has since passed order for AY 1999-00. The Tribunal has decided the issue of assumption of jurisdiction against the Company. On merits, Tribunal has allowed some of the issues and dismissed others which were referred back to the assessing officer for fresh examination and at this stage there are no ascertained/ quantified demands. The Company is filing appeal before the High Court against the aforesaid order of the Tribunal. Based on legal opinion, the Company is confident of obtaining adequate relief before the High Court.

3. Guarantees

i. Guarantees issued by bankers outstanding at the end of the year Rs. 4.50 Million (Previous year Rs. 51.34 Million).

ii. Corporate Guarantee of Rs. 529.85 Million (USD 8.5 Million) [Previous year Rs. 510.50 Million (USD 8.50 Million, net of settlement of USD 2.50 Million)] issued to Skill Soft Corporation, USA & Skill Soft Ireland Limited to secure them against any indemnification obligations of NIIT Ventures Inc. (a step down subsidiary of the Company) and NIIT (USA) Inc., with respect to sale of Element K Corporation (erstwhile step down subsidiary of the Company) in prior year.

iii. Corporate Guarantee given to National Skill Development Corporation to secure loans of Rs. 142.64 Million (Previous year Rs. 142.64 Million) availed by NIIT Yuva Jyoti Limited, a subsidiary of the Company.

4. Other monies for which the company is contingently liable

i. Security given for working capital limits on behalf of NIIT Institute of Finance Banking and Insurance Training Limited Rs. Nil (Previous year Rs.10 Million) [Amount Outstanding at year end Rs. Nil (Previous year Rs. Nil)] and Hole-in-the-Wall Education Limited Rs. 30 Million (Previous year Rs. 21 Million) [Amount Outstanding at year end Rs. Nil (Previous year Rs. 15.63 Million)] and Evolv Services Limited (Amalgamated with NIIT Limited w.e.f. April 1,2014) Rs. Nil (Previous Year Rs. 10 Million) [ Amount Outstanding at year end Rs. Nil (Previous year Rs. Nil)].

ii. Standby Letter of Credit Rs. 467.52 Million (USD 7.5 Million) [Previous year Rs. 450.45 Million (USD 7.5 Million)] issued for working capital limits in favour of NIIT (USA) Inc., USA, a subsidiary of the Company by earmarking working capital facility of NIIT Limited.

7. CAPITAL AND OTHER COMMITMENTS

(a) Estimated amount of contracts remaining to be executed on capital account (net of advances) not provided for Rs. 12.83 Million (Previous year Rs. 14.29 Million).

(b) For commitments related to lease arrangements, refer Note 41.

(c) The company has issued a letter of support to provide need based financial support to its subsidiaries Hole-in-the-Wall Education Limited, NIIT Institute of Finance Banking and Insurance Training Limited, NIIT Yuva Jyoti Limited, NIIT Antilles NV, Netherlands Antilles and NIIT Limited-UK.

(d) Commitment to support NIIT Institute of Information Technology to meet the shortfall, if any, in repayment of loan taken by it from a bank.

(e) For commitment in respect of non-disposal of investment in subsidiary, refer note 11 [footnotes (i) and (ii)].

8. Defined Benefit Plans

I. Provident Fund

The Company makes contribution to the "NIIT LIMITED EMPLOYEES' PROVIDENT FUND TRUST" ("the Trust"), which is a defined benefit plan. The Company contributed Rs. 20.42 Million (Previous year Rs. 27.90 Million) including Rs. 1.51 Million (Previous year Rs. 0.31 Million) in respect of Key Managerial personnel during the year to the Trust.

The Company has an obligation to make good the shortfall, if any, between the return from the investments of the Trust and the notified interest rate. The Company's obligation in this regard is actuarially determined and provided for if the circumstances indicate that the Trust may not be able to generate adequate returns to cover the interest rates notified by the Government.

The guidance on implementing AS 15 Employee Benefits (revised 2005), issued by Accounting Standards Board (ASB) of The Institute of Chartered Accountants of India, states that benefits involving employer established provident fund trust, which require interest shortfall to be compensated by the employer is required to be considered as Defined Benefits Plans. The actuary has provided a valuation and based on the below mentioned assumptions, determined that there is no short fall as at year end.

The details of fund and plan assets of the Trust are as follows (limited to the extent provided by the actuary):

9. EMPLOYEES STOCK OPTION SCHEME

During the year 2005-06, the Company had established NIIT Employee Stock Option Plan 2005 "ESOP 2005" and the same was approved at the General Meeting of the Company held on May 18, 2005. The plan was set up so as to offer and grant, for the benefit of employees (excluding promoters) of the Company, who are eligible under "Securities and Exchange Board of India (SEBI) (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999", options of the Company in one or more tranches, and on such terms and conditions as may be fixed or determined by the Board, in accordance with the provisions of law or guidelines issued by the relevant authorities in this regard.

As per the plan, each option is exercisable for one equity share of face value of Rs. 2/- each (Rs. 10/- each pre bonus and split) fully paid up on payment to the Company, at a price to be determined in accordance with ESOP 2005. ESOP information is given for the number of shares after sub-division and Bonus issue.

(i) During the year, NIIT (USA) Inc., USA a wholly owned overseas subsidiary of the Company, has bought back 6.50 Million (Previous year 7.00 Million) equity shares from the Company for a consideration of USD 1.01 per share based on a valuation carried out by an independent valuer. The difference in the fair value and the book value of shares aggregating to Rs. 111.86 Million (Previous year Rs. 124.22 Million) has been recognised as an exceptional income in the financial statements. NIIT (USA) Inc., USA continues to be a wholly owned subsidiary post this transaction. Further, in view of consistent improvement in financial performance of NIIT (USA) Inc. USA, strong order book and financial projections, the Company has written back the provision for diminution, other than temporary, in value of investments amounting to Rs. 398.42 Million.

(ii) Pursuant to the Scheme of Arrangement (Refer Note 31), the Company has transferred the School Business Undertaking to its wholly owned subsidiary company, Hole-in-the-Wall Education Limited, for a consideration of Rs. 1,080.64 Million against a net book value of Rs. 1,053.19 Million. The difference between consideration and book value amounting to Rs. 27.45 Million has been credited to Statement Profit and Loss. Further, expenditure incurred in relation to the Scheme of Arrangement amounting to Rs. 40.45 Million has been charged to the Statement of Profit and Loss.

(iii) The Company has made a provision of Rs. 44.57 Million towards Value added tax basis ongoing proceedings with the concerned authorities in respect of customer contracts executed in earlier years.

(iv) During the year, the company has made a provision for diminution, other than temporary, in value of investment amounting to Rs. 855.16 Million and Rs. 210.00 Million for the investment made in wholly owned subsidiaries, NIIT Antilles NV, Netherlands Antilles and Hole-in-the-Wall Education Limited respectively, based on future business direction, cash generating capabilities and revised business plans.

(v) Owing to significant delays in collections, persistent follow up and management's defocus from government and other contracts, the Company has made one time provision in respect of receivable balance from the customers of Rs. 185.31 Million (Previous year Rs. Nil).

(vi) During the year, the Company has completed transition from physical mode of courseware delivery to Cloud and Collaborative Delivery Model. On account of change in delivery technology, the Company has made provision for inventory aggregating to Rs. 3.21 Million (Previous year Rs. 24.20 Million) lying with the Company and made provision for business support amounting to Rs. 39.77 Million (Previous year Rs. 80.84 Million) as one time credit to eligible business partners.

(vii) Pursuant to slow down in IT training business the Company has made a provision for impairment of intangibles which is included in Note 10 under Fixed assets.

10. Scheme of Arrangement

The Board of Directors have at its meeting held on August 26, 2014 approved a Composite Scheme of Arrangement ('the Scheme') between the Company and its erstwhile subsidiaries Scantech Evaluation Services Limied ('SESL'), Evolv Services Limited ('ESL'), NIIT Online Learning Limited ('NOLL') (also, collectively referred to as 'the amalgamating companies') and Hole-in-the-Wall Education Limited ('HiWEL' or 'the transferee company') and their respective shareholders and creditors under sections 391 to 394 of the Companies Act, 1956, for streamlining of the group structure, consolidation of business operations and reduction in costs. SESL is engaged in the business of making investment into shares and securities of other companies/ body corporates, ESL is in the business of providing training to corporate customers in areas of professional life and NOLL is in the business of online learning through use of web-based technologies. The transferee company is involved in research and development activities involving elementary education and life skills of children. Pursuant to the Scheme, the amalgamating companies stand transferred to and vest with the Company and the School Business Undertaking of the Company, as defined in the Scheme ('the Undertaking'), stands transferred to the transferee company for a lumpsum consideration of Rs. 1,080.64 Million retrospectively with effect from April 1, 2014 ('the appointed date'). The Scheme has been approved by the shareholders and the Hon'ble High Court of Judicature at Delhi ('the Hon'ble High Court') on January 31,2015 and May 8, 2015 respectively. The Scheme came into effect upon filing of the order of the Hon'ble High Court with the Registrar of Companies on May 23, 2015 ('the effective date').From the effective date, the amalgamating companies stand dissolved without being wound up and their business continues to be carried out by the Company.

11. In respect of amalgamation of amalgamating companies

Pursuant to the Scheme, the businesses of the amalgamating companies, together with all the properties, assets, rights, liabilities and interest therein, stand transferred to and vest in the Company, as a going concern, with effect from April 1,2014 and the business of the amalgamating companies is carried out for and on account of and in trust by the Company. The authorised share capital of the Company stands increased by an amount of Rs. 636 Million.

The amalgamation is accounted for using 'Purchase' method as set out in Accounting Standard (AS) 1 4 Accounting for Amalgamations.

In accordance with the Scheme all the assets and liabilities as on the appointed date, of the amalgamating companies become the assets and liabilities of the Company and were recorded at fair values in the books of the Company based on a report of an independent valuer and the difference between the fair value of assets and liabilities of the amalgamating companies were credited to Capital Reserve Account after adjusting inter- company balances as approved by the Board of Directors in their meeting held on July 17, 2015*.

12. RELATED PARTY TRANSACTIONS AS PER ACCOUNTING STANDARD 18:

A. Related party relationship where control exists:

Subsidiaries

1 NIIT Online Learning Limited (Amalgamated with NIIT Limited w.e.f. April 1,2014)

2 Hole-in-the-Wall Education Limited

3 Scantech Evaluation Services Limited (Amalgamated with NIIT Limited w.e.f. April 1,2014)

4 NIIT Yuva Jyoti Limited

5 NIIT Institute of Finance Banking and Insurance Training Limited

6 NIIT Institute of Process Excellence Limited

7 Evolv Services Limited (Amalgamated with NIIT Limited w.e.f. April 1,2014)

8 NIIT Limited, UK

9 NIIT Antilles NV, Netherlands Antilles

10 NIIT Malaysia Sdn. Bhd, Malaysia

11 NIIT GC Limited, Mauritius

12 NIIT China (Shanghai) Limited, Shanghai, China

13 NIIT Wuxi Service Outsourcing Training School, China

14 Chongqing NIIT Education Consulting Limited, China

15 Wuxi NIIT Information Technology Consulting Limited, China

16 Changzhou NIIT Information Technology Consulting Limited, China

17 Su Zhou NIIT Information Technology Consulting Limited, China

18 NIIT (USA) Inc., USA

19 NIIT Ventures Inc., USA (Amalgamated with NIIT (USA) Inc., USA w.e.f. December 1,2014)

20 PT NIIT Indonesia, Indonesia (Under liquidation)

21 NIIT West Africa Limited, Nigeria

22 Qingdao NIIT Information Technology Company Limited, China

23 Chongqing An Dao Education Consulting Limited, China

24 Zhangjiagang NIIT Information Services Limited, China

25 Chengmai NIIT Information Technology Company Limited, China

B. Other related parties with whom the Company has transacted:

a) Associates (Parties in which Company has substantial interest)

1 NIIT Technologies Limited

2 NIIT GIS Limited

3 NIIT Smart Serve Limited

b) Key Managerial Personnel

1 Rajendra S Pawar (Chairman)

2 Vijay K Thadani (Vice-Chairman & Managing Director)

3 P Rajendran (Joint Managing Director)

c) Relatives of Key Managerial Personnel

1 Renuka Thadani (Wife of Vijay K Thadani)

2 Veena Oberoi (Sister of Vijay K Thadani)

d) Parties in which the Key Managerial Personnel of the Company are interested

1 NIIT Institute of Information Technology

2 NIIT Foundation (formerly known as NIIT Education Society)

3 NIIT University

4 Pace Industries Private Limited

5 NIIT Network Services Limited

6 Naya Bazaar Novelties Private Limited

Footnotes:-

i) Previous year figures are given in parenthesis.

ii) Includes Purchase of Goods from:

Naya Bazaar Novelties Pvt. Limited Rs. 0.48 Million (Previous year Rs. 0.59 Million)

Hole-in-the-Wall Education Limited Rs. 0.05 Million (Previous year Rs. 0.03 Million)

NIIT Yuva Jyoti Limited Rs. Nil (Previous year Rs. 2.80 Million)

NIIT Foundation Rs. Nil (Previous year Rs. 0.76 Million)

iii) Includes Sale of Goods to:

NIIT Yuva Jyoti Limited Rs. Nil (Previous year Rs. 0.43 Million)

iv) Includes Purchase of Fixed Assets (including services received for development of intangible assets) from:

NIIT (USA) Inc. Rs. Nil (Previous year Rs. 11.51 Million)

NIIT Yuva Jyoti Limited Rs. Nil (Previous year Rs. 0.48 Million)

v) Includes Sale of Fixed Assets to:

NIIT Institute of Finance, Banking & Insurance Training Limited Rs. 0.44 Million (Previous year Rs. Nil) NIIT Institute of Information Technologies Rs. 0.05 Million (Previous year Rs. Nil)

NIIT Yuva Jyoti Limited Rs. Nil (Previous year Rs. 0.93 Million)

vi) Includes sale of Services to:

NIIT (USA) Inc. Rs. 810.14 Million (Previous year Rs. 792.96 Million)

NIIT Antilles NV, Netherlands Antilles Rs. 21.54 Million (Previous year Rs. 18.73 Million)

NIIT Limited, UK Rs. 208.92 Million (Previous year Rs. 108.66 Million)

NIIT Technologies Limited Rs. 2.01 Million (Previous year Rs. Nil)

NIIT Institute of Process Excellence Limited Rs. 4.18 Million (Previous year Rs. 5.81 Million)

Hole-In-The-Wall Education Limited Rs. 0.09 Million (Previous year Rs. Nil)

NIIT GIS Limited Rs. 0.08 Million (Previous year Rs. Nil)

NIIT Malaysia, Sdn, Bhd Rs. 0.76 Million (Previous year Rs. Nil)

NIIT University Rs. 1.29 Million (Previous year Rs. 2.27 Million)

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 12.31 Million (Previous year Rs. 10.73 Million) NIIT Smart Serve Limited Rs. 0.03 Million (Previous year Rs. Nil)

vii) Includes Purchase of services-Employee Cost from:

NIIT Institute of Process Excellence Limited Rs. 0.71 Million (Previous year Rs. Nil)

NIIT University Rs. 0.36 Million (Previous year Rs. Nil)

Evolv Services Limited Rs. Nil (Previous year Rs. 1.75 Million)

viii) Includes Purchase of services- Professional and Technical Outsourcing Expense from:

NIIT University Rs. 4.77 Million (Previous year Rs. 11.53 Million)

Evolv Services Limited Rs. Nil (Previous year Rs. 22.40 Million)

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 7.26 Million (Previous year Rs. 0.90 Million) NIIT Institute of Process Excellence Limited Rs. 11.19 Million (Previous year Rs. 12.57 Million)

NIIT USA Inc. Rs. 11.11 Million (Previous year Rs. 3.73 Million)

ix) Includes Purchase of services- Others from:

NIIT Institute of Process Excellence Limited Rs. 0.81 Million (Previous year Rs. Nil)

NIIT Yuva Jyoti Limited Rs. 10.98 Million (Previous year Rs. Nil)

NIIT Technologies Limited Rs. 19.92 Million (Previous year Rs. 19.77 Million)

NIIT University Rs. 2.38 Million (Previous year Rs. 0.20 Million)

NIIT Network Services Limited Rs. 0.14 Million (Previous year Rs. Nil)

NIIT Limited, UK Rs. 1.64 Million (Previous year Rs. Nil)

x) Includes Recovery from subsidiaries for Management Services:

NIIT Antilles N.V Rs. 11.60 Million (Previous year Rs. 12.73 Million)

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 16.23 Million (Previous year Rs. 16.82 Million) NIIT Institute of Process Excellence Limited Rs. 5.65 Million (Previous year Rs. 4.29 Million)

NIIT (USA) Inc. Rs. 8.93 Million (Previous year Rs. 5.27 Million)

NIIT Yuva Jyoti Limited Rs. 10.03 Million (Previous year Rs. 6.64 Million)

NIIT Limited, UK Rs. 3.42 Million (Previous year Rs. 1.69 Million)

Hole-In-The-Wall Education Limited Rs. 75.63 Million (Previous year Rs. 0.34 Million)

NIIT Malaysia, Sdn, Bhd Rs. 0.03 Million ( Previous year Rs. Nil)

xi) Includes Recovery of Employee Benefit Expenses from:

NIIT University Rs. 8.63 Million (Previous year Rs. 15.32 Million)

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 0.54 Million (Previous year Rs. 0.20 Million) NIIT Yuva Jyoti Limited Rs. 0.13 Million ( Previous year Rs. 0.72 Million)

Hole-In-The-Wall Education Limited Rs. 0.01 Million (Previous year Rs. 0.02 Million)

NIIT Institute of Process Excellence Limited Rs. 0.03 Million (Previous year Rs. 0.03 Million)

NIIT Technologies Limited Rs. 0.20 Million (Previous year Rs. 0.29 Million)

NIIT Foundation Rs. 0.04 Million (Previous year Rs. Nil)

xii) Includes Recovery of Professional technical and outsourcing expenses from:

Hole-In-The-Wall Education Limited Rs. 0.01 Million (Previous year Rs. Nil)

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 0.02 (Previous year Rs. 0.03 Million)

NIIT Yuva Jyoti Limited Rs. 0.02 Million (Previous year Rs. Nil)

NIIT Institute of Process Excellence Limited Rs. 0.01 Million (Previous year Rs. Nil)

xiii) Includes Recovery of other Expenses from:

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 39.00 Million (Previous year Rs. 30.23 Million) NIIT (USA) Inc. Rs. 12.40 Million (Previous year Rs. 10.64 Million)

NIIT Yuva Jyoti Limited Rs. 10.96 Million (Previous year Rs. 8.47 Million)

Hole-In-The-Wall Education Limited Rs. 30.43 Million (Previous year Rs. 1.59 Million)

NIIT Antilles N.V Rs. 0.39 Million (Previous year Rs. 0.06 Million)

NIIT Institute of Process Excellence Limited Rs. 2.07 Million (Previous year Rs. 1.97 Million)

NIIT University Rs. 4.43 Million (Previous year Rs. 2.39 Million)

NIIT Limited, UK Rs. 11.69 Million (Previous year Rs. 0.16 Million)

NIIT Technologies Limited Rs. 3.89 Million (Previous year Rs. 5.00 Million)

NIIT Foundation Rs. 2.58 Million (Previous year Rs. 1.06 Million)

NIIT GIS Limited Rs. 0.03 Million (Previous year Rs. 0.40 Million)

NIIT Smart Serve Limited Rs. 0.01 Million (Previous year Rs. Nil)

xiv) Includes Recovery of Employee benefit Expenses by:

NIIT University Rs. Nil (Previous year Rs. 0.42 Million)

xv) Includes Recovery of Professional technical and outsourcing expenses by:

NIIT Limited UK Rs. 83.17 Million (Previous year Rs. 51.90 Million)

xvi) Includes Recovery of other Expenses by:

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 6.78 Million (Previous year Rs. 8.81 Million) NIIT (USA) Inc. Rs. 8.62 Million (Previous year Rs. 12.67 Million)

Renuka Thadani Rs. 1.09 Million (Previous year Rs. 0.99 Million)

Veena Oberoi Rs. 0.73 Million (Previous year Rs.0.66 Million)

NIIT Limited, UK Rs. Nil (Previous year Rs. 5.02 Million)

NIIT University Rs. 11.04 Million (Previous year Rs. Nil)

NIIT Foundation Rs. 0.28 Million (Previous year Rs. Nil)

Pace Industries Pvt. Ltd. Rs. 0.73 Million (Previous year Rs. 0.66 Million)

xvii) Includes Royalty paid to:

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 1.91 Million (Previous year Rs. 4.17 Million) Evolv Services Limited Rs. Nil (Previous year Rs. 0.37 Million)

xviii) Represents Investments made in:

NIIT Antilles N.V Rs. 404.56 Million (Previous year Rs. Nil)

NIIT Yuva Jyoti Limited Rs. Nil (Previous year Rs. 101.70 Million)

xix) Represents Investments received back from:

NIIT (USA) Inc.,USA Rs. 403.36 Million (Previous year Rs. 439.80 Million)

xx) Loans Given relates to:

NIIT Institute of Finance, Banking & Insurance Training Limited Rs. 45.00 Million (Previous year Rs. Nil) Hole-In-The-Wall Education Limited Rs. 54.70 Million (Previous year Rs. Nil) [Footnote (ii) ]

NIIT Foundation Rs. Nil (Previous year Rs. 1.00 Million)

xxi) Loans Given Received Back relates to:

NIIT Foundation Rs. Nil (Previous year Rs. 1.00 Million)

xxii) Inter Corporate Deposits Taken from:

Scantech Evaluation Services Limited Rs. Nil (Previous year Rs. 199.00 Million)

xxiii) Repayment of inter Corporate Deposits taken:

Scantech Evaluation Services Limited Rs. Nil (Previous year Rs. 175.50 Million)

xxiv) interest income from:

Hole-in-the-Wall Education Limited Rs. 5.43 Million (Previous year Rs. 3.49 Million)

NIIT Institute of Finance, Banking & Insurance Training Limited Rs. 0.02 Million (Previous year Rs. Nil) NIIT Foundation Rs. Nil (Previous year Rs. 0.08 Million)

xxv) interest Expenditure includes:

Scantech Evaluation Services Limited Rs. Nil (Previous year Rs. 16.30 Million)

xxvi) Remuneration to:

Rajendra S Pawar Rs. 4.38 Million (Previous year Rs. 2.64 Million)

Vijay K Thadani Rs. 5.37 Million (Previous year Rs. 2.69 Million)

P Rajendran Rs. 20.53 Million (Previous year Rs. 2.73 Million)

xxvii) Other income includes:

NIIT Antilles NV, Netherlands Antilles Rs. 25.99 Million (Previous year Rs. 43.58 Million)

NIIT Institute of Finance Banking and Insurance Training Limited Rs. Nil (Previous year Rs. 1.07 Million)

xxviii) Dividend income includes:

NIIT Technologies Limited Rs. 130.44 Million (Previous year Rs. Nil)

Scantech Evaluation Services Limited Rs. Nil (Previous year Rs. 103.06 Million)

NIIT (USA) Inc., USA Rs. Nil (Previous year Rs. 327.91 Million)

xxix) Provision for Doubtful Debts and Advances

Hole-in-the-Wall Education Limited Rs. Nil (Previous year Rs. 3.14 Million)

xxx) Recovery of Corporate Guarantee Charges

NIIT USA Inc. Rs. 2.65 Million (Previous year Rs. Nil)

NIIT Yuva Jyoti Limited Rs. 0.71 Million (Previous year Rs. Nil)

xxxi) Payment of Guarantee & Collaterals

Hole-in-the-Wall Education Limited Rs. 8.92 Million (Previous year Rs. Nil)

13. Previous year figures have been regrouped/ reclassified to conform the current year classification. Figures for the previous years are not comparable pursuant to the effect of the Scheme as stated in Note 31.

Mar 31, 2014

1. Details of Security Given against Loans.

i) 12% Non Convertible Debentures issued to Life Insurance Corporation of India are secured by way of first charge on pari-passu basis on the immovable and movable fixed assets of the Company. During the year'' the Company has redeemed 11.25% non-convertible debentures at par. The charge in respect of such debentures is pending to be vacated as at year end.

ii) Foreign Currency Term loan is secured by way of first charge on pari-passu basis on Company''s tangible and intangible moveable fixed assets both present and future. The rate of interest on the loan is LIBOR with the margin of 2.2%.

2. TAXATION

(a) Upon finalisation of Income Tax Return of financial year ended March 31'' 2013 an amount of Rs. 0.60 Million (Previous year Rs. 13.18 Million) has been charged to the Statement of Profit and Loss.

3. CONTINGENT LIABILITIES (Rs. Million)

1. Claims against the Company not acknowledged as debts:- As at

March 31'' 2014 March 31'' 2013

- Customers 6.10 5.80

- Sales Tax/ VAT 55.07 44.57

- Works Contract Tax 31.32 31.32

- Service Tax 20.98 20.98

- Income Tax 313.37 293.39

- Others* 12.74 -

*Pertains to alleged dues towards provident fund payable by vendors of the Company which the company is also contesting.

(a) It is not practical for the Company to estimate the timings of cash outflows'' if any'' in respect of the above pending resolution of the respective proceedings. Management does not forsee any financial implication based on advise of legal counsel.

(b) The Company does not expect any reimbursements in respect of the above.

2. The Company had received Show Cause Notices under section 263 of the Income Tax Act'' 1961'' issued by the Commissioner of Income Tax for the Assessment years 1999-00 to 2005-06 ''who later issued Orders directing the Assessing Officer for re-assessment on certain items. The quantum of Income Tax demand'' if any'' has neither been quantified nor ascertained and thus'' indeterminable at this stage. These orders have been challenged by the Company in the Income Tax Appellate Tribunal. Based on legal opinion obtained by the Company'' the Company is confident that the matter as above shall be decided in its favour.

3. Guarantees

i. Guarantees issued by bankers outstanding at the end of the year Rs. 51.34 Million (Previous year Rs. 74.38 Million).

ii. Corporate Guarantee of Rs. 510.50 Million (USD 8.50 Million'' net of settlement of USD 2.5 Million) [Previous year Rs. 597.13 Million (USD 11 Million)] issued to Skill Soft Corporation'' USA & Skill Soft Ireland Limited to secure them against any indemnification obligations of NIIT Ventures Inc. (a step down subsidiary of the Company) and NIIT (USA) Inc.'' with respect to sale of Element K Corporation (erstwhile step down subsidiary of the Company).

iii. Corporate Guarantee given to National Skill Development Corporation to secure the loan of Rs. 142.64 Million (Previous year Rs. 79.64 Million) availed by NIIT Yuva Jyoti Limited '' subsidiary of the Company.

4. Other money for which the company is contingently liable

i. Security given for working capital limits on behalf of Evolve Services Limited Rs. 10 Million (Previous year Rs. 10 Million) [Amount outstanding at year end Rs. Nil (Previous year Rs. 2.47 Million)]'' NIIT Institute of Finance Banking and Insurance Training Limited Rs. 10 Million (Previous year Rs.10 Million) [Amount outstanding at year end Rs. Nil (Previous year Rs. Nil)] and Hole-in-the-Wall Education Limited Rs. 21 Million (Previous year Rs. 21 Million) [Amount Outstanding at year end Rs. 15.63 Million (Previous year Rs. 17.66 Million)].

ii. Standby Letter of Credit Rs. 450.45 Million (USD 7.5 Million) [Previous year Rs. Nil] issued for working capital limits issued to NIIT (USA) Inc.'' USA a subsidiary of the company by earmarking working capital facility of NIIT Limited.

4. CAPITAL AND OTHER COMMITMENTS

(a) Estimated amount of contracts remaining to be executed on capital account (net of advances) not provided for Rs. 14.29 Million (Previous year Rs. 18.66 Million).

(b) For commitments related to lease arrangements'' refer Note 40.

(c) There are certain contracts with State Governments under which the Company is required to transfer ownership of the fixed assets and equipments under leasing arrangement at the written down value (which will be nil)'' at the end of the contract term.

(d) The company has issued a letter of support to provide need based financial support to its subsidiaries Hole-in-the-Wall Education Limited and NIIT Yuva Jyoti Limited.

(e) Commitment to support NIIT Institute of Information Technology to meet the shortfall'' if any'' in repayment of loan taken by it from a bank.

(f) For commitment in respect of non-disposal of investment in subsidiary'' refer note 11 [footnotes (i) and (ii)].

23.1 Includes interest income for the previous year amounting to Rs. 25.52 Million (Previous year Rs. 21.56 Million).

5. EMPLOYEE BENEFITS

A) Defined Contribution Plans

The Company makes contribution towards Superannuation Fund and Pension Scheme to the defined contribution plans for eligible employees.

The Company has charged the following costs in the Statement of Profit and Loss under "Employee Benefits Expense" in Note 24:-

B) Defined Benefit Plans

I. Provident Fund

The Company makes contribution to the "NIIT LIMITED EMPLOYEES'' PROVIDENT FUND TRUST" ("the Trust")'' which is a defined benefit plan. The Company contributed Rs. 27.90 Million (Previous year Rs. 30.33 Million) including Rs. 0.31 Million (Previous year Rs. 1.00 Million) in respect of Key Managerial personnel during the year to the Trust.

The Company has an obligation to make good the shortfall'' if any'' between the return from the investments of the Trust and the notified interest rate. The Company''s obligation in this regard is actuarially determined and provided for if the circumstances indicate that the Trust may not be able to generate adequate returns to cover the interest rates notified by the Government.

The guidance on implementing AS 15 Employee Benefits (revised 2005)'' issued by Accounting Standards Board (ASB) of The Institute of Chartered Accountants of India'' states that benefits involving employer established provident fund trust'' which require interest shortfall to be compensated by the employer is required to be considered as Defined Benefits Plans. The actuary has provided a valuation and based on the below mentioned assumptions'' determined that there is no short fall as at March 31'' 2014.

The details of fund and plan assets of the Trust are as follow (limited to the extent provided by the actuary):

Estimates of future salary increase considered in actuarial valuation'' take account of inflation'' seniority'' promotion and other relevant factors'' such as supply and demand in the employment market.

vi) Investment details of Plan Assets:-

The plan assets are maintained with Life Insurance Corporation of India Gratuity Scheme. The details of investment maintained by Life Insurance Corporation of India are not available with the Company and have not been disclosed.

The expected return on plan assets is determined considering several applicable factors mainly the composition of plan assets held'' assessed risk of asset management'' historical result of the return on plan assets.

6. EMPLOYEES STOCK OPTION SCHEME

During the year 2005-06'' the Company had established NIIT Employee Stock Option Plan 2005 "ESOP 2005" and the same was approved at the General Meeting of the Company held on May 18'' 2005. The plan was set up so as to offer and grant'' for the benefit of employees (excluding promoters) of the Company'' who are eligible under "Securities and Exchange Board of India (SEBI) (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines'' 1999"'' options of the Company in one or more tranches'' and on such terms and conditions as may be fixed or determined by the Board'' in accordance with the provisions of law or guidelines issued by the relevant authorities in this regard.

As per the plan'' each option is exercisable for one equity share of face value of Rs. 2/- each (Rs. 10/- each pre bonus and split) fully paid up on payment to the Company'' at a price to be determined in accordance with ESOP 2005. ESOP information is given for the number of shares after sub-division and Bonus issue.

(i) During the year'' NIIT (USA) Inc.'' a wholly owned overseas subsidiary of the Company'' has bought back 7 Million equity shares from the Company for a consideration of USD 1.01 per share based on a valuation carried out by an independent valuer. The difference in the fair value and the book value of shares aggregating to Rs 124.22 Million has been recognised as an exceptional income in the financial statements. NIIT (USA) Inc. continues to be a wholly owned subsidiary post this transaction.

(ii) The Company realised an amount of Rs. 38.91 Million during the previous year against the provision made in the earlier years in respect of dues from government and other customers which was reported as an exceptional item in earlier year. Therefore'' the amount of provision was written back and reported as an exceptional item in the previous year.

(iii) During the previous year'' the Company paid an amount of Rs. 36.99 Million towards variable compensation as additional incentive on account of profits earned from the sale of step down erstwhile subsidiary Element K Corporation'' USA'' which was reported as an exceptional item in an earlier year.

(iv) During the year'' the Company has significantly transitioned from physical mode of courseware delivery to Cloud and Collaborative Delivery Model. On account of change in delivery technology'' the Company has made provision for inventory aggregating to Rs. 24.20 Million lying with the Company and made provision for business support amounting to Rs. 80.84 Million as one time credit to business partners.

7. RELATED PARTY TRANSACTIONS AS PER ACCOUNTING STANDARD 18:

A. Related party relationship where control exists: Subsidiaries

1 NIIT Online Learning Limited

2 Hole-in-the-Wall Education Limited

3 Scantech Evaluation Services Limited

4 NIIT Yuva Jyoti Limited

5 NIIT Institute of Finance Banking and Insurance Training Limited

6 NIIT Institute of Process Excellence Limited

7 Evolve Services Limited

8 NIIT Limited'' UK

9 NIIT Antilles N V'' Netherlands Antilles

10 NIIT Malaysia Sdn. Bhd'' Malaysia

11 NIIT GC Limited'' Mauritius

12 NIIT China (Shanghai) Limited'' Shanghai'' China

13 NIIT Wuxi Service Outsourcing Training School'' China

14 Chongqing NIIT Education Consulting Limited'' China

15 Wuxi NIIT Information Technology Consulting Limited'' China

16 Changzhou NIIT Information Technology Consulting Limited'' China

17 Su Zhou NIIT Information Technology Consulting Limited'' China

18 NIIT (USA) Inc.'' USA

19 NIIT Ventures Inc.'' USA

20 PT NIIT Indonesia'' Indonesia (Under liquidation)

21 NIIT West Africa Limited'' Nigeria

22 Qingdao NIIT Information Technology Company Limited'' China (w.e.f. May 14'' 2012)

23 Chongqing An Dao Education Consulting Limited'' China (w.e.f. June 5'' 2012)

24 Zhangjiagang NIIT Information Services Limited'' China (w.e.f. September 1'' 2012)

25 Chengmai NIIT Information Technology Company Limited'' China (w.e.f December 19'' 2012)

B. Other related parties with whom the Company has transacted:

a) Associates (Parties in which Company has substantial interest)

1 NIIT Technologies Limited

2 NIIT GIS Limited

3 NIIT Smart Serve Limited

b) Key Managerial Personnel

1 Rajendra S Pawar (Chairman and Managing Director)

2 Vijay K Thadani (Chief Executive Officer and Whole-time Director)

3 P Rajendran (Chief Operating Officer and Whole-time Director)

c) Relatives of Key Managerial Personnel

1 Renuka Thadani (Wife of Vijay K Thadani)

2 Veena Oberoi (Sister of Vijay K Thadani)

d) Parties in which the Key Managerial Personnel of the Company are interested

1 NIIT Institute of Information Technology

2 NIIT Foundation (formerly known as NIIT Education Society)

3 NIIT University

4 Pace Industries Private Limited

5 NIIT Network Services Limited

Footnotes:-

i) Previous year figures are given in parenthesis. ii) Includes Purchase of Goods from:

Evolve Services Limited Rs. Nil (Previous year Rs. 2.07 Million)

Hole-in-the-Wall Education Limited Rs. 0.03 Million (Previous year Rs. 1.86 Million)

NIIT Institute of Finance Banking and Insurance Training Limited Rs. Nil (Previous year Rs. 1.86 Million)

NIIT Yuva Jyoti Limited Rs. 2.80 Million (Previous year Rs. Nil)

NIIT Foundation Rs. 0.76 Million (Previous year Rs. Nil)

iii) Includes Sale of Goods to:

NIIT Yuva Jyoti Limited Rs. 0.43 Million (Previous year Rs. 0.91 Million) NIIT Foundation Rs. Nil (Previous year Rs. 0.16 Million)

iv) Includes Purchase of Fixed Assets (including services received for development of intangible assets) from:

NIIT (USA) Inc. Rs. 11.99 Million (Previous year Rs. 39.52 Million)

v) Includes Sale of Fixed Assets to:

NIIT Yuva Jyoti Limited Rs. 0.93 Million (Previous year Rs. Nil)

vi) Includes sale of Services to:

NIIT (USA) Inc. Rs. 792.96 Million (Previous year Rs. 750.28 Million)

NIIT Antilles N V'' Netherlands Antilles Rs. 18.73 Million (Previous year Rs. 70.34 Million)

NIIT Limited'' UK Rs. 108.66 Million (Previous year Rs. 85.75 Million)

NIIT Technologies Limited Rs. Nil (Previous year Rs. 2.31 Million)

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 10.73 Million (Previous year Rs. 7.68 Million)

vii) Includes Purchase of services-Employee Cost from:

Evolve Services Limited Rs. 1.75 Million (Previous year Rs. 1.29 Million)

viii) Includes Purchase of services- Professional and Technical Outsourcing Expense from:

NIIT University Rs. 11.53 Million (Previous year Rs. Nil)

Evolve Services Limited Rs. 22.40 Million (Previous year Rs. 21.08 Million)

NIIT Institute of Process Excellence Limited Rs. 12.57 Million (Previous year Rs. 12.73 Million)

NIIT USA Inc. Rs. 3.73 Million (Previous year Rs. 7.23 Million)

NIIT Limited'' UK Rs. Nil (Previous year Rs. 23.70 Million)

ix) Includes Purchase of services- Others from:

NIIT Technologies Limited Rs. 19.77 Million (Previous year Rs. Nil) NIIT Smart Serve Limited Rs. Nil (Previous year Rs. 2.42 Million) NIIT (USA) Inc. Rs. 0.20 Million (Previous year Rs. 2.92 Million)

x) Includes Recovery from subsidiaries for Management Services:

NIIT Antilles N.V. Rs. 12.73 Million (Previous year Rs. 12.79 Million)

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 16.82 Million (Previous year Rs. 13.45 Million)

NIIT Institute of Process Excellence Limited Rs. 4.29 Million (Previous year Rs. 4.30 Million)

NIIT (USA) Inc. Rs. 5.27 Million (Previous year Rs. 7.07 Million)

NIIT Yuva Jyoti Limited Rs. 6.64 Million ( Previous year Rs. 6.01 Million)

xi) Includes Recovery of Employee Benefit Expenses from:

NIIT University Rs. 15.32 Million (Previous year Rs. Nil)

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 0.20 Million (Previous year Rs. 0.30 Million)

NIIT Yuva Jyoti Limited Rs. 0.72 Million ( Previous year Rs. 1.64 Million)

xii) Includes Recovery of Professional technical and outsourcing expenses from:

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 0.03 Million (Previous year Rs. Nil)

xiii) Includes Recovery of other Expenses from:

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 30.23 Million (Previous year Rs. 24.62 Million)

NIIT (USA) Inc. Rs. 10.64 Million (Previous year Rs. 6.94 Million)

NIIT Yuva Jyoti Limited Rs. 8.08 Million ( Previous year Rs. 9.14 Million)

NIIT University Rs. 2.39 Million (Previous year Rs. 12.01 Million)

NIIT Technologies Limited Rs. 5.00 Million (Previous year Rs. 9.60 Million)

xiv) Includes Recovery of Employee benefit Expenses by:

NIIT University Rs. 0.42 Million (Previous year Rs. Nil)

NIIT Institute of Finance Banking and Insurance Training Limited Rs. Nil (Previous year Rs. 0.70 Million)

xv) Includes Recovery of Professional technical and outsourcing expenses by:

NIIT Limited UK Rs. 51.90 Million (Previous year Rs. Nil) NIIT (USA) Inc. Rs. Nil (Previous year Rs. 2.50 Million)

xvi) Includes Recovery of other Expenses by:

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 8.81 Million (Previous year Rs. 7.13 Million)

NIIT (USA) Inc. Rs. 12.67 Million (Previous year Rs. 18.18 Million)

NIIT Limited'' UK Rs. 5.02 Million ( Previous year Rs. Nil)

NIIT Technologies Limited Rs. Nil (Previous year Rs. 23.80 Million)

xvii)Includes Royalty paid to:

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 4.17 Million (Previous year Rs. 2.41 Million) Evolve Services Limited Rs. 0.36 Million (Previous year Rs. 1.20 Million)

xviii)Represents Investments made in:

NIIT Yuva Jyoti Limited Rs. 101.70 Million (Previous year Rs. 27.00 Million)

xix) Represents Investments received back from:

NIIT (USA) Inc.''USA Rs. 439.80 Million (Previous year Rs. Nil)

xx) Loans Given relates to:

NIIT Institute of Information Technology Rs. Nil (Previous year Rs. 25.00 Million) NIIT Foundation Rs. 1.00 Million (Previous year Rs. 3.00 Million)

xxi) Loans Given Received Back relates to:

NIIT Foundation Rs. 1.00 Million (Previous year Rs. 3.00 Million)

NIIT Institute of Information Technology Rs. Nil (Previous year Rs. 25.00 Million)

Evolv Services Limited Rs. Nil (Previous year Rs. 6.75 Million)

xxii)Inter Corporate Deposits Taken from:

Scantech Evaluation Services Limited Rs. 199.00 Million (Previous year Rs. 175.50 Million)

xxiii) Repayment of Inter Corporate Deposits taken:

Scantech Evaluation Services Limited Rs. 175.50 Million (Previous year Rs. 158.10 Million)

xxiv) Interest Income from:

Hole-in-the-Wall Education Limited Rs. 3.49 Million (Previous year Rs. 3.49 Million) NIIT Institute of Information Technology Rs. Nil (Previous year Rs 0.53 Million) NIIT Foundation Rs. 0.08 Million (Previous year Rs. 0.16 Million)

xxv) Interest Expenditure includes:

Scantech Evaluation Services Limited Rs. 16.30 Million (Previous year Rs. 15.63 Million)

xxvi) Remuneration to:

Rajendra S Pawar Rs. 2.64 Million (Previous year Rs.6.14 Million) Vijay K Thadani Rs. 2.69 Million (Previous year Rs. 9.70 Million) P Rajendran Rs. 2.73 Million (Previous year Rs. 6.31 Million)

xxvii) Other Income includes:

NIIT Antilles N V'' Netherlands Antilles Rs. 43.58 Million (Previous year Rs. 58.59 Million)

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 1.07 Million (Previous year Rs. 2.16 Million)

NIIT Institute of Information Technology Rs. Nil (Previous year Rs. 0.21 Million)

xxviii) Dividend Income includes:

Scantech Evaluation Services Limited Rs. 103.06 Million (Previous year Rs. 186.31 Million) NIIT (USA) Inc. Rs. 327.91 Million (Previous year Rs. 283.71 Million)

xxix) Provision for Doubtful Debts and Advances

Hole-in-the-Wall Education Limited Rs. 3.14 Million (Previous year Rs. 4.13 Million)

8. SEGMENT INFORMATION

Primary Segment Information Â Business Segment

The sub businesses are fully aligned to global learning business of the Company and the same are being viewed by the management as a single primary segment'' i.e. learning business segment.

b) Finance Leases:

i. Assets acquired under finance lease comprise intangibles (Contents/ Products). There are no exceptional/ restrictive covenants in the lease agreement.

9. Derivative Instruments

a) The Company has taken currency and interest rate swap to hedge the currency and interest rate risk in respect of foreign currency term loan for the entire tenure of the loan. The interest rate has been fully hedged at a fixed rate of 11% p.a.

10. Previous year figures have been reclassified to conform the current year classification.

Mar 31, 2012

1. CORPORATE INFORMATION

NIIT is a global talent development company which was set up in 1981. NIIT ('the Company') currently offers learning and knowledge solutions across globe to Individuals, Enterprises and Institutions in information Technology, Business Process Outsourcing, Banking Finance and Insurance, Executive Management Education, School Education, Communication & Professional Life Skills and Vocational Skills Training.

2. Rights, preferences and restrictions attached to shares

Equity Shares: The Company has one class of equity shares having a par value of Rs.2/ - per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

3. Details of Security Given Against Loans

i) 12% Non Convertible Debentures issued to Life Insurance Corporation of India and 11.25% Non Convertible Debentures issued to Indian Overseas Bank are secured by way of first charge on pari-passu basis on the immovable and movable fixed assets of the Company. The Company had maintained sufficient asset cove- to discharge the principal amount of these debentures at all times during the financial year 2011-12.

ii) Rupee Term Loan was secured by exclusive charge by hypothecation of specific movable fixed assets and receivables/ deferred recoverable relating to specific school projects. During the current financial year, the loan has been repaid in full to the lender and the related securities have subsequently been released.

4. Terms of Repayment

(i) 12% Non Convertible Debentures to Life Insurance Corporation of India amounting to Rs. 500 Million are redeemable at par as follows:

(i) During the year, the Company has purchased balance shares in Evolv Services Limited from its other shareholders for a consideration of Rs. 20.63 Million. Consequently, Evolv Services Limited has become a wholly owned subsidiary of the Company

(ii) During the year, the Company has made further investment of Rs. 30 Million (Previous year Rs. 15 Million) in the equity shares of Rs. 10 each in its subsidiary company NIIT Institute of Process Excellence limited.

(iii) During the current year, NIIT Yuva Jyoti Limited ("NYJL") was incorporated on May 25, 2011 and certificate for commencement of business was granted on June 18, 2011. Investment of Rs. 79.49 Million was made by the Company in the equity shares of NYJL with a face value of Rs. 10 each. This initial shareholding can not be sold, pledged or otherwise encumbered wholly or in part for a period of four years.

(iv) The Company is required to continue to hold a minimum of 51% of the total paid-up Equity Share Capital of NIIT Yuva Jyoti Limited (NYJL), during the term of the agreement with National Skill Development Corporation (NSDC).

5. TAXATION

(a) Upon finalisation of Income Tax Return of Assessment year 2011-12 an amount of Rs. 0.40 Million (Net) (Previous year Rs. 3.15 Million) has been charged to the Statement of Profit and Loss for the current year

6. During the year the Company has given a loan of Rs. 15 Million (Previous year Rs. 20 Million) to NIIT Institute of Information Technology. NIIT Institute of Information Technology has repaid this amount during the year and there is no loan outstanding as on March 31, 2012

7. CONTINGENT LIABILITIES

(a) Claims against the Company not acknowledged as debts Rs. 9.2 Million (Previous year Rs. 14.2 Million)

(b) Guarantees

i. Guarantees issued by bankers outstanding at the end of accounting year Rs. 464.91 Million (Previous year Rs. 21.08 Million).

ii. Corporate Guarantee Rs. Nil [USD Nil (net of payment of USD Nil)] given to ICICI Bank, Bahrain on behalf of NIIT (USA) Inc., USA (Previous year Rs. 621.60 Million [USD 14 Million (net of payment of USD 29.50 Million)]).

iii. Corporate Guarantee Rs Nil [USD Nil (loan outstanding USD Nil)] (Previous year Rs. 732.60 Million [USD 16.50 Million (loan outstanding USD 15 Million)]) given to ICICI Bank UK PLC, UK on behalf of NIIT (USA) Inc.,USA.

iv. Corporate Guarantee of Rs.559.57 Million (USD 11 Million) has been issued by the Company during the current financial year to SkillSoft Corporation, USA & SkillSoft Ireland Limited to secure them against any indemnification obligations of NIIT Ventures Inc. (a step down subsidiary of the Company) and NIIT (USA) Inc., with respect to sale of certain assets of Element K Corporation (a step down subsidiary of the Company), and Stock sale of Element K Corporation by NIIT Ventures Inc.,USA.

v. Corporate Guarantee of Rs. 79.64 Million given to National Skill Development Corporation to secure the loan of Rs. 79.64 Million availed by NIIT Yuva Jyoti Limited, Subsidiary of the Company.

(c) Other money for which the company is contingently liable

i. Letter of Credit issued by bankers on behalf of the Company outstanding at the end of accounting year Rs. Nil (Previous year Rs. 24.17 Million)

ii. Stand by Letter of Credit of Rs Nil [USD Nil] (Previous year Rs. 244.20 Million [USD 5.50 Million]) from BNP Paribas in favor of Bank of West, USA on behalf of Element K Corporation, USA

iii. Security given for working capital limits on behalf of Evolv Services Limited Rs. 10 Million (Previous year Rs. 10 Million) [Amount outstanding at year end Rs 6.43 Million (Previous year Rs. 9.77 Million)], NIIT Institute of Finance Banking and Insurance Training Limited Rs. 10 Million (Previous year Rs.10 Million) [Amount Outstanding at year end Rs. Nil (Previous year Rs. Nil)] and Hole-in-the-Wall Education Limited of Rs 20 Million (Previous year Rs.10 Million) [Amount Outstanding at year end Rs. 16.70 Million (Previous year Rs. 8.01 Million)].

iv. Andhra Pradesh works contract tax Rs. 101.96 Million (Previous year Rs.91.84 Million). Management does not foresee any financial implication based on the advice of the legal consultant.

v. Service Tax demand amounting to Rs. 10.49 Million (Previous year Rs. 10.49 Million) and equal amount of penalty i.e. Rs. 10.49 Million (Previous year Rs. 10.49 Million) raised by Commissioner of Service Tax, Delhi. Management does not foresee any financial implication based on the advice of the legal consultant.

vi. Income Tax demand for Rs. 230.77 Million (Previous year Rs.157.60 Million). Management does not foresee any financial implication based on the advice of the legal consultant.

vii. Service Tax liability on rental of immovable properties amounting to Rs. Nil (Previous year Rs. 12.07 Million).

viii.The Company had received Show Cause Notices u/s 263 of the Income Tax Act, 1961, issued by the Commissioner of Income Tax for the Assessment years 1999-00 to 2005-06 ,who later issued Orders directing the Assessing Officer for re-assessment on certain items. The quantum of Income Tax demand, if any, has neither been quantified nor ascertained and thus, indeterminable at this stage. These orders have been challenged by the Company in the Income Tax Appellate Tribunal, which has directed the Income Tax department to produce all records related to assessment for perusal of the Tribunal. Against the order of the Tribunal, the Income Tax Department has preferred a writ petition in the High Court at Delhi. The matter is under adjudication in the High Court. Based on legal opinion obtained by the Company, the Company is confident that the matter as above shall be decided in its favour.

8. CAPITAL AND OTHER COMMITMENTS

(a) Estimated amount of contracts remaining to be executed on capital account (net of advances) not provided for Rs. 193.82 Million (Previous Year Rs. 281.99 Million).

(b) For commitments related to lease arrangements, refer Note 40.

(c) There are certain contracts with State Governments under which the Company is required to transfer ownership of the fixed assets and equipments under leasing arrangement at the written down value (which will be nil), at the end of the contract term.

(d) The company has issued a letter of support to provide need based financial support to its subsidiaries NIIT Institute of Finance Banking and Insurance Training Limited and Hole-in-the-Wall Education Limited.

(e) Commitment to support NIIT Institute of Information Technology to meet the shortfall, if any, in repayment of loan taken by it from a bank.

(f) For commitment in respect of non-disposal of investment in subsidiary, refer note 11 (footnote iv).

B) Defined Benefit Plans

I. Provident Fund

The Company makes contribution to the "NIIT LIMITED EMPLOYEES' PROVIDENT FUND TRUST" ("the Trust"), which is a defined benefit plan. The Company contributed Rs. 34.88 Million (Previous year Rs. 27.67 Million) including Rs. 1.99 Million (Previous year Rs. 1.85 Million) in respect of Key Managerial personnel during the year to the Trust.

The Company has an obligation to make good the shortfall, if any, between the return from the investments of the Trust and the notified interest rate. The Company's obligation in this regard is actuarially determined and provided for if the circumstances indicate that the Trust may not be able to generate adequate returns to cover the interest rates notified by the Government.

The guidance on implementing AS 15 Employee Benefits (revised 2005), issued by Accounting Standards Board (ASB) of The Institute of Chartered Accountants of India, states that benefits involving employer established provident fund trust, which require interest shortfall to be compensated by the employer is required to be considered as Defined Benefits Plans. The Actuarial Society of India has issued the final guidance for measurement of Provident Fund liability during the year ended March 31, 2012 basis which the actuary has provided a valuation and based on the below mentioned assumptions, determined that there is no short fall as at March 31, 2012.

The details of fund and plan assets of the Trust as at March 31, 2012 (as provided by the actuary):

vi) Investment details of Plan Assets:-

The plan assets are maintained with Life Insurance Corporation of India Gratuity Scheme. The details of investment maintained by Life Insurance Corporation of India are not available with the Company and have not been disclosed.

The expected return on plan assets is determined considering several applicable factors mainly the composition of plan assets held, assessed risk of asset management, historical result of the return on plan assets.

9. EMPLOYEES STOCK OPTION SCHEME

During the year 2005-06, the Company had established NIIT Employee Stock Option Plan 2005 "ESOP 2005" and the same was approved at the General Meeting of the Company held on May 18, 2005. The plan was set up so as to offer and grant, for the benefit of employees (excluding promoters) of the Company, who are eligible under "Securities and Exchange Board of India (SEBI) (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999", options of the Company in aggregate up to 1,925,000 options under ESOP 2005, in one or more tranches, and on such terms and conditions as may be fixed or determined by the Board, in accordance with the provisions of law or guidelines issued by the relevant authorities in this regard.

As per the plan, each option is exercisable for one equity share of face value of Rs. 2/ - each (Rs. 10/ - each pre bonus and split) fully paid up on payment to the Company, at a price to be determined in accordance with ESOP 2005. ESOP information is given for the number of shares after sub-division and Bonus issue.

(i) Net profit on the sale of the step down subsidiary Element K Corporation, USA, reflected in the consolidated financial statement of the Company, comprises the excess of sale consideration over the net asset of the subsidiary less costs incurred in connection with the sale which included inter-alia performance linked incentive amounting to Rs. 28.90 Million, included in the Profit on Sale of Investments in Subsidiary for the current year.

During the previous year, the Company had sold its investment of 10,950,000 fully paid up Equity Shares of Rs. 10/- each in its wholly owned subsidiary, Neo Multimedia Limited (Formerly known as NIIT Multimedia Limited) for a consideration of Rs. 317.58 Million (net of expenses). The amount of Rs. 208.08 Million was recognised as Profit on Sale of Investment which resulted in an increase in profit before tax during the previous year.

(ii) During the year, the Company received a dividend of Rs. 1,277.38 Million from its subsidiary NIIT (USA) Inc., USA upon sale of Element K Corporation, USA, a step down subsidiary of NIIT (USA) Inc., USA.

(iii)Provision for doubtful debts comprises provision made in respect of dues from government and other customers aggregating to Rs. 247.43 Million.

(iv)Service tax on Rent represents amounts provided by the Company in respect of landlords who have not claimed service tax on rent on their immovable property given on lease. In view of the recent decisions of Honorable High Courts of Delhi, Mumbai & Chennai, these amounts have been provided for.

(v) Due to losses in its subsidiary, Hole-in-the-Wall Education Limited, the Company has made a provision aggregating to Rs. 29.70 Million for Loans, Rs. 10.50 Million in respect of carrying value of investment in the subsidiary. Further an amount of Rs. 6.21 Million has been provided in respect of Advances given to Hole-in- the-Wall Education Limited.

(vi)During the year the Company has contributed an amount of Rs. 62.50 Million (Previous Year Rs. 72.00 Million) towards donations in the corpus of The NIIT Institute of Information Technology, a society registered under the Societies Registration Act, 1860 which is within the overall limits approved by the shareholders.

10 RELATED PARTY TRANSACTIONS AS PER ACCOUNTING STANDARD 18:

A. Related party relationship where control exists:

Subsidiaries

1 NIIT Online Learning Limited

2 Hole-in-the-Wall Education Limited

3 Scantech Evaluation Services Limited

4 NIIT Yuva Jyoti Limited (w.e.f. May 25, 2011)

5 NEO Multimedia Limited (Formerly known as NIIT Multimedia Limited) (Till March 30, 2011)

6 NIIT Institute of Finance Banking and Insurance Training Limited

7 NIIT Institute of Process Excellence Limited

8 Evolv Services Limited

9 NIIT Limited, UK

10 NIIT Antilles NV, Netherlands Antilles

11 NIIT Malaysia Sdn. Bhd, Malaysia

12 NIIT GC Limited, Mauritius

13 NIIT China (Shanghai) Limited, Shanghai

14 NIIT Wuxi Service Outsourcing Training School

15 Chongqing NIIT Education Consulting Limited, China

16 Wuxi NIIT Information Technology Consulting Limited.

17 Changzhou NIIT Information Technology Consulting Limited

18 Su Zhou NIIT Information Technology Consulting Limited

19 PCEC NIIT Institute of Information Technology, Shanghai- (already liquidated)

20 NIIT (USA) Inc., USA

21 NIIT Ventures Inc., USA

22 Element K Corporation, USA (ceased to be subsidiary company w.e.f. October 14, 2011)

23 Element K India Private Limited, India (ceased to be subsidiary company w.e.f. October 14, 2011)

24 Element K (UK) Limited, United Kingdom (ceased to be subsidiary company w.e.f. October 14, 2011)

25 Element K, Canada (ceased to be subsidiary company w.e.f. October 14, 2011)

26 PT NIIT Indonesia, Indonesia (Under liquidation)

27 NIIT West Africa Limited, Nigeria (w.e.f April 1, 2011)

B. Other related parties with whom the Company has transacted:

a) Associates (Parties in which Company has substantial interest)

1. NIIT Technologies Limited

2. NIIT GIS Limited

3. NIIT Smart Serve Limited

b) Key Managerial Personnel

1. Rajendra S Pawar (Chairman and Managing Director)

2. Vijay K Thadani (Chief Executive Officer and Whole-time Director)

3. P Rajendran (Chief Operating Officer and Whole-time Director)

c) Relatives of Key Managerial Personnel

1. Renuka Thadani (Wife of Vijay K Thadani)

2. Veena Oberoi (Sister of Vijay K Thadani)

d) Parties in which the Key Managerial Personnel of the Company are interested

1. NIIT Institute of Information Technology

2. NIIT Education Society

3. Pace Industries Private Limited

4. NIIT Network Services Limited

Footnotes:-

i) Previous year figures are given in parenthesis.

ii) Includes Purchase of Goods from:

NIIT (USA) Inc. Rs. 2.77 Million (Previous year Rs. 19.49 Million)

Evolv Services Limited Rs. Nil (Previous year Rs. 5.40 Million)

Hole-in-the-Wall Education Limited Rs. 2.46 Million (Previous year Rs. 3.60 Million)

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 5.18 Million (Previous year Rs. 0.63 Million) NIIT Institute of Process Excellence Limited Rs. 1.49 Million (Previous year Rs. 0.72 Million )

iii) Includes Sale of Goods to:

NIIT Institute of Information Technology Rs. 1.03 Million (Previous year Rs. 2.87 Million)

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 0.27 Million (Previous year Rs. 1.54 Million) NIIT Technologies Limited Rs. 0.02 Million (Previous year Rs. 1.89 Million)

NIIT Antilles NV, Netherlands Antilles Rs. 0.64 Million (Previous year Rs.Nil)

iv) Includes Purchase of Fixed Assets from:

NIIT (USA) Inc. Rs. 14.71 Million (Previous year Rs. 21.64 Million)

Evolv Services Limited Rs. Nil (Previous year Rs. 0.64 Million)

NIIT Technologies Limited Rs. Nil (Previous year Rs. 0.56 Million)

NIIT Institute of Process Excellence Limited Rs. 2.43 Million (Previous year Rs. 0.48 Million )

v) Includes Sale of Fixed Assets to:

NIIT Technologies Limited Rs. 1.03 Million (Previous year Rs. 0.06 Million)

NIIT Institute of Information Technology Rs. Nil (Previous year Rs. 4.19 Million)

NIIT (USA) Inc. Rs. 252.40 Million (Previous year Rs. Nil)

vi) Includes Rendering of Services to:

NIIT (USA) Inc. Rs. 617.73 Million (Previous year Rs. 446.94 Million)

NIIT Antilles NV, Netherlands Antilles Rs. 273.02 Million (Previous year Rs.186.64 Million )

NIIT Limited, UK Rs. 102.67 Million (Previous year Rs. 38.61 Million)

NIIT Technologies Limited Rs. 5.39 Million (Previous year Rs. 26.29 Million)

Evolv Services Limited Rs. Nil (Previous year Rs. 0.49 Million)

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 9.44 Million (Previous year Rs. 10.21 Million)

vii) Includes Receiving of Services from:

NIIT (USA) Inc. Rs. 9.96 Million (Previous year Rs. 24.62 Million)

NIIT GIS Limited Rs. 1.17 Million (Previous year Rs. 0.37 Million)

NIIT Smart Serve Limited, Rs. 14.33 Million (Previous year Rs. 20.55 Million)

Evolv Services Limited Rs. 23.33 Million (Previous year Rs. 13.73 Million)

NIIT Limited, UK Rs. Nil (Previous year Rs.48.90 Million)

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 9.73 Million (Previous year Rs. 10.49 Million) NIIT Institute of Process Excellence Limited Rs. 10.23 Million (Previous year Rs. 5.01 Million)

viii) Includes Recovery of Expenses from:

Hole-in-the-Wall Education Limited Rs. 4.27 Million (Previous year Rs. 2.37 Million)

NIIT (USA) Inc. Rs. 42.99 Million (Previous year Rs. 1.08 Million)

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 19.23 Million (Previous year Rs. 11.62 Million)

NIIT Technologies Limited Rs. 10.30 Million (Previous year Rs. 10.71 Million)

NIIT GIS Limited Rs. 2.01 Million (Previous year Rs. 1.81 Million)

NIIT Institute of Information Technology Rs. 14.38 Million (Previous year Rs. 9.35 Million)

NIIT Institute of Process Excellence Limited Rs. 1.44 Million (Previous year Rs. 0.60 Million)

ix) Includes Recovery of Expenses by:

NIIT Technologies Limited Rs. 10.43 Million (Previous year Rs. 9.39 Million)

NIIT (USA) Inc. Rs. 19.59 Million (Previous year Rs. 3.03 Million)

NIIT Limited, UK Rs. 43.55 Million (Previous year Rs. Nil)

x) Represents Investments made in:

NEO Multimedia Limited (formerly known as NIIT Multimedia Limited) Rs. Nil (Previous year Rs. 7.00 Million) NIIT Institute of Process Excellence Limited Rs. 30.00 Million (Previous year Rs. 15.00 Million)

NIIT Yuva Jyoti Limited Rs. 79.49 Million. (Previous year Rs. Nil)

xi) Loans Given relates to:

NEO Multimedia Limited (formerly known as NIIT Multimedia Limited) Rs. Nil (Previous year Rs. 3.20 Million) NIIT (USA) Inc. Rs. 36.71 Million (Previous year Rs. 251.19 Million)

NIIT Institute of Information Technology Rs. 15.00 Million (Previous year Rs. 20.00 Million)

Evolv Services Limited Rs. 6.75 Million (Previous year Rs. 15.50 Million)

NIIT Institute of Process Excellence Limited Rs. 17.50 Million (Previous year Rs. 15.00 Million)

xii) Loans Given Received Back relates to:

NIIT (USA) Inc. Rs. 146.57 Million (Previous year Rs. 215.89 Million)

NIIT Education Society Rs. Nil (Previous year Rs. 3.50 Million)

NIIT Institute of Information Technology Rs. 15.00 Million (Previous year Rs. 460.03 Million)

Evolv Services Limited Rs.15.50 Million (Previous year Rs. Nil)

NIIT Institute of Process Excellence Limited Rs. 32.50 Million (Previous year Rs. Nil)

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 26.00 Million (Previous year Rs. Nil)

xiii) Loans/ Inter Corporate Deposits Taken from:

Scantech Evaluation Services Limited Rs. 127.00 Million (Previous year Rs. 115.50 Million)

xiv) Repayment of Loans/ Inter Corporate Deposits taken:

Scantech Evaluation Services Limited Rs. 116.50 Million (Previous year Rs. 91.50 Million)

xv)Interest Income from:

NIIT (USA) Inc. Rs. 5.89 Million (Previous year Rs. 15.88 Million)

Hole-in-the-Wall Education Limited Rs. 3.60 Million (Previous year Rs. 4.34 Million)

NEO Multimedia Limited (formerly known as NIIT Multimedia Limited) Rs. Nil (Previous year Rs. 0.13 Million) NIIT Education Society Rs. Nil (Previous year Rs. 0.06 Million)

Evolv Services Limited Rs. 2.09 Million (Previous year Rs. 0.12 Million)

NIIT Institute of Information Technology Rs. 0.47 Million (Previous year Rs 49.63 Million)

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 1.53 Million (Previous year Rs. 3.06 Million)

NIIT Institute of Process Excellence Limited Rs. 2.31 Million (Previous year Rs. 0.19 Million)

xvi) Interest Expenditure includes:

Scantech Evaluation Services Limited Rs. 14.34 Million (Previous year Rs. 11.69 Million )

xvii) Includes transactions for the year with:

Rajendra S Pawar Rs. 15.16 Million (Previous year Rs.10.04 Million)

Vijay K Thadani Rs. 30.80 Million (Previous year Rs. 16.32 Million)

P Rajendran Rs. 22.66 Million (Previous year Rs. 10.84 Million)

xviii) Other Expenses includes:

Renuka Thadani Rs. 1.00 Million (Previous year Rs. 0.72 Million)

Veena Oberoi Rs. 0.66 Million (Previous year Rs. 0.43 Million)

Pace Industries Private Limited Rs. 0.66 Million (Previous year Rs. 0.43 Million)

NIIT Institute of Information Technology Rs.62.50 Million (Previous year Rs. 71.50 Million)

xix) Other Income includes:

NIIT (USA) Inc. Rs. 10.03 Million (Previous year Rs. 6.78 Million)

NIIT Antilles NV, Netherlands Antilles Rs. 91.24 Million (Previous year Rs. 85.61 Million)

NIIT Institute of Finance Banking and Insurance Training Limited Rs. 11.22 Million (Previous year Rs. 17.04 Million) NIIT Institute of Information Technology Rs. Nil (Previous year Rs. 0.87 Million)

NIIT Institute of Process Excellence Limited Rs.3.80 Million (Previous year Rs. 7.89 Million)

NIIT Limited, UK Rs. 1.29 Million (Previous year Rs. 0.95 Million)

Hole-in-the-Wall Education Limited Rs. 1.08 Million (Previous year Rs.1.01 Million)

xx) Dividend Income includes:

Scantech Evaluation Services Limited Rs. Nil (Previous year Rs. 83.24 Million)

NIIT (USA) Inc. Rs. 1,277.38 Million (Previous year Rs. Nil)

xxi)Provision for Doubtful Debts and Advances includes:

Hole-in-the-Wall Education Limited Rs. 8.95 Million (Previous year Rs. Nil)

xxii) Guarantees and Collaterals:

NIIT Institute of Finance Banking and Insurance Training Limited Rs.10.00 Million (Previous year Rs. Nil) Hole-in-the-Wall Education Limited Rs. 20.00 Million (Previous year Rs. 3.00 Million)

NIIT (USA) Inc. Rs. 559.57 Million (Previous year Rs. 732.60 Million)

Evolv Services Limited Rs. 10 Million (Previous year Rs. Nil)

NIIT Yuva Jyoti Limited Rs. 79.64 Million (Previous year Nil)

The Aggregate Depreciation charged on the above assets during the year is Rs. 0.52 Million (Previous year Rs. 0.52 Million)

Sub lease receipts recognised in the statement of Profit and Loss for the year amounting to Rs. 0.50 Million (Previous year Rs. Nil)

b) Finance Leases:

i. Assets acquired under finance lease comprise of Plant & Machinery, Furniture & Fixtures and Software. There are no exceptional/ restrictive covenants in the lease agreements.

ii. The minimum lease payment outstanding and their present value at the Balance Sheet date in respect of assets that have been capitalised are as follows:

11 The financial statements for the year ended March 31, 2011 had been prepared as per the then applicable, pre-revised Schedule VI to the Companies Act, 1956. Consequent to the notification of Revised Schedule VI under the Companies Act, 1956, the financial statements for the year ended March 31, 2012 are prepared as per Revised Schedule VI. Accordingly, the Previous year figures have also been reclassified to conform to this year's classification. The adoption of Revised Schedule VI for Previous year figures does not impact recognition and measurement principles followed for preparation of financial statements except for accounting for dividend on investments in subsidiaries.(Refer Note 2.2)

Mar 31, 2011

1. CONTINGENT LIABILITIES

i. Guarantees issued by bankers outstanding at the end of accounting year Rs. 21,075,362/- (Previous year Rs. 125,486,322/-).

ii. Letter of Credit issued by bankers on behalf of the Company outstanding at the end of accounting year Rs. 24,172,309/- (Previous year Nil).

iii. Corporate Guarantee Rs. 621,600,000/- [USD 14 million (net of payment of USD 29.50 million)] given to ICICI Bank, Bahrain on behalf of NIIT (USA) Inc., USA (Previous year Rs. 944,470,800/- [USD 21 million (net of payment of USD 22.5 million)]).

iv. Corporate Guarantee Nil (Previous year Rs. 682,552,000/- [GBP 10 million (loan outstanding GBP 9.40 million)]) given to ICICI Bank UK PLC, UK on behalf of NIIT (USA) Inc., USA.

v. Corporate Guarantee Rs. 732,600,000/- [USD 16.50 million (loan outstanding USD 15 million)] (Previous year Nil) given to ICICI Bank UK PLC, UK on behalf of NIIT (USA) Inc.,USA.

vi. Stand by Letter of Credit of Rs. 244,200,000/- [USD 5.50 million] (Previous year Rs. 247,361,400/- [USD 5.50 million]) from BNP Paribas in favor of Bank of West, USA on behalf of Element K Corporation, USA.

vii. Security given to Indian Overseas Bank against Working Capital limits on behalf of Evolv Services Limited Rs. 10,000,000/- (Previous year Rs. 10,000,000/-) [Amount outstanding at year end Rs. 9,772,649/- (Previous year Rs. 9,472,172/-)], NIIT Institute of Finance Banking and Insurance Training Limited Rs.10,000,000/- (Previous year Rs.10,000,000/-) [Amount Outstanding at year end Nil (Previous year Nil)] and Hole-in-the-Wall Education Limited of Rs.10,000,000/- (Previous year Rs.7,000,000/-) [Amount Outstanding at year end Rs. 8,007,721/- (Previous year Rs. 6,443,889/-)].

viii. Claims against the Company not acknowledged as debts Rs. 14,200,000/- (Previous year Rs. 13,200,000/-)

ix. Andhra Pradesh works contract tax Rs. 91,836,398/- (Previous year Rs. 80,137,287/-). Management does not foresee any financial implication based on the advice of the legal consultant.

x. Service Tax demand amounting to Rs. 104.89 Lacs (Previous year Rs. 104.89 Lacs) and equal amount of penalty i.e. Rs. 104.89 Lacs (Previous year Rs. 104.89 Lacs) raised by Commissioner of Service Tax, Delhi. Management does not foresee any financial implication based on the advice of the legal consultant.

xi. Income Tax demand for Rs. 1,576 Lacs (Previous year Rs. 721 Lacs). Management does not foresee any financial implication based on the advice of the legal consultant.

xii. Service Tax liability on rental of immovable properties amounting to Rs. 12,068,234/- (Previous year Nil).

2. During the previous financial year, the Company had received Show Cause Notices u/s 263 of the Income Tax Act, 1961 issued by the Commissioner of Income Tax for the Assessment years 1999-00 to 2005-06 ,who later issued Orders directing the Assessing Officer for re-assessment on certain items. The quantum of Income Tax demand, if any, has neither been quantified nor ascertained and thus, indeterminable at this stage. These orders have been challenged by the Company in the Income Tax Appellate Tribunal, which has directed the Income Tax department to produce all records related to assessment for perusal of the Tribunal. Against the order of the Tribunal, the Income Tax Department has preferred writ petition in the High Court. The matter is under adjudication in the High Court. Based on legal opinion, the Company is confident that appeals so filed shall be decided in its favour.

3. Estimated amount of contracts remaining to be executed on capital account (net of advances) not provided for Rs. 281,987,505/- (Previous year Rs. 15,804,313/-).

4. Certain common resources are shared by the Company and NIIT Technologies Limited (NTL). This resulted in the Company recovering Rs. 10,706,565/- (Previous year Rs. 3,856,927/-) from NTL and NTL recovering Rs. 9,393,306/- (Previous year Rs. 9,598,975/- ) from the Company which have been included/ netted off against relevant head in the Profit and Loss Account viz., Personnel, Administration & Others and Marketing expenses.

5. DETAILS OF SECURITY GIVEN AGAINST LOANS

i). Working Capital Limits of the Company and sub limits of certain subsidiaries are secured by hypothecation of stocks and book debts of the Company. The Company and the subsidiaries have utilised the cash credit (fund-based) limits to the extent of Nil (Previous year Rs. 64,131,867/-) and Rs. 17,780,370/- (Previous year Rs. 15,916,061/-) respectively as at year end.

ii). 12% Non Convertible Debentures issued to Life Insurance Corporation of India and 11.25% Non Convertible Debentures issued to Indian Overseas Bank are secured by way of first charge on pari-passu basis on the immovable and movable fixed assets of the Company. The Company had maintained 100 % asset cover sufficient to discharge the principal amount at all times during the financial year 2010-11 for these debentures.

iii). Rupee Term Loan is secured by exclusive charge by hypothecation of specific movable fixed assets and receivables/ deferred recoverable relating to specific school projects.

iv). Vehicle loans from banks are secured by way of hypothecation of the vehicles financed.

6. Interest received is gross of tax deducted at source of Rs. 8,359,983/- (Previous year Rs. 13,902,514/-).

7. Expenses during the year are net of recoveries towards common services from domestic subsidiaries amounting to Rs. 14,989,137/- (Previous year Rs. 14,635,499/-).

8 The Course Execution Charges include payments to licensees, business partners, channel partners and other agencies for execution of education and training business.

9. DERIVATIVE INSTRUMENTS

During the Current year, loss of Nil (Previous year Rs. 88.82 Lacs) has been debited to Revenue account on maturity of the designated forward covers.

b. Mark to Market gain/ (loss) on undesignated forward covers amounting to Nil [Previous year Rs. 3.35 Lacs] has been recognised as gain/ (loss) on exchange fluctuation in the Profit and Loss Account.

10. EMPLOYEES STOCK OPTION SCHEME

During the year 2005-06, the Company had established NIIT Employee Stock Option Plan 2005 ÃESOP 2005Ã and the same was approved at the General Meeting of the Company held on May 18, 2005. The plan was set up so as to offer and grant, for the benefit of employees (excluding promoters) of the Company, who are eligible under ÃSecurities and Exchange Board of India (SEBI) (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999Ã, options of the Company in aggregate up to 1,925,000 options under ESOP 2005, in one or more tranches, and on such terms and conditions as may be fixed or determined by the Board, in accordance with the provisions of law or guidelines issued by the relevant authorities in this regard. As per the plan, each option is exercisable for one equity share of face value of Rs. 2/- each (Rs. 10/- each pre bonus and split) fully paid up on payment to the Company, for such shares, at a price to be determined in accordance with ESOP 2005. ESOP information is given for the number of shares after sub-division and Bonus issue

11. EMPLOYEE BENEFITS

A) Defined Contribution Plans

Company makes contribution towards Provident Fund, Superannuation Fund and Pension Scheme to the defined contribution plans for eligible employees.

B) Defined Benefit Plans I. Provident Fund

In respect of Companys obligation towards guaranteed returns on Provident Fund Contributions made to the NIIT Limited Employees Provident Fund Trust, as the overall interest earnings and cumulative surplus are more than the statutory requirements, there is no liability of employer for the year ended March 31, 2011. Therefore, no additional provision for the year has been recommended by the actuary.

vi) Investment details of Plan Assets:

The plan assets are maintained with Life Insurance Corporation of India Gratuity Scheme. The details of investment maintained by Life Insurance Corporation of India are not available with the Company and have not been disclosed.

The expected return on plan assets is determined considering several applicable factors mainly the composition of plan assets held, assessed risk of asset management, historical result of the return on plan assets.

C) The Company has accounted for unclaimed employee related reimbursements in respect of earlier years, aggregating to Nil (Previous year Rs. 327.23 Lacs), based on maximum possible liability payable by the Company in this respect.

12. DETAILS RELATING TO OPENING STOCK, PURCHASES, REVENUE AND CLOSING STOCK

a) The Company is engaged inter-alia in the production and development of computer software and rendering services. The production and sale of such software cannot be expressed in generic unit. Hence, it is not possible to give quantitative details as required under paragraph 3 of Part II of Schedule VI of the Companies Act, 1956.

The Company deals in a number of software and hardware items whose cost and selling price vary for different items. The revenue from the different kind of software and their related costs individually constitute less than 10% of the turnover and costs of the Company respectively. Accordingly, no quantitative information relating to software and hardware traded is being given.

ii) Education and training material:

* Sales quantity has been adjusted for shortage/ excesses during the year.

**Includes Inventory in electronic form.

Quantitative information in respect of technical information and reference material is not being given separately as the related revenue and costs are less than 10% of total revenue and costs of the Company.

c) Revenue includes income from services rendered Rs. 3,190,212,261/- (Previous year Rs. 2,976,597,336/-).

13. RELATED PARTY TRANSACTIONS AS PER ACCOUNTING STANDARD 18 A. Related party relationship where control exists:

Subsidiaries

1. NIIT Online Learning Limited

2. Scantech Evaluation Services Limited

3. Hole-in-the-Wall Education Limited

4. NEO Multimedia Limited (Formerly known as NIIT Multimedia Limited) (upto March 30, 2011)

5. NIIT Institute of Finance Banking and Insurance Training Limited

6. NIIT Institute of Process Excellence Limited

7. Evolv Services Limited

8. NIIT Limited, UK

9. NIIT Antilles N V, Netherlands Antilles

10. NIIT Malaysia Sdn. Bhd, Malaysia

11. NIIT GC Limited (formerly NIIT TVE Limited), Mauritius

12. NIIT China (Shanghai) Limited, Shanghai

13. NIIT Wuxi Service Outsourcing Training School

14. Chongqing NIIT Education Consulting Limited, China

15. Wuxi NIIT Information Technology Consulting Limited

16. Changzhou NIIT Information Technology Consulting Limited

17. Su Zhou NIIT Information Technology Consulting Limited (w.e.f. April 28, 2010)

18. PCEC NIIT Institute of Information Technology, Shanghai (Liquidated in April, 2010)

19. NIIT (USA) Inc., USA

20. NIIT Ventures Inc., USA

21. Element K Corporation, USA

22. Element K India Private Limited, India

23. Element K (UK) Limited, United Kingdom

24. Element K Inc., Canada

25. PT NIIT Indonesia, Indonesia (Under liquidation)

B. Other related parties with whom the Company has transacted

a) Associates (Parties in which Company has substantial interest)

1. NIIT Technologies Limited

2. NIIT GIS Limited

3. NIIT Smart Serve Limited

b) Key Managerial Personnel

1. Rajendra S Pawar (Chairman and Managing Director)

2. Vijay K Thadani (Chief Executive Officer and Whole-time Director)

3. P Rajendran (Chief Operating Officer and Whole-time Director)

c) Relatives of Key Managerial Personnel

1. Renuka Thadani (Wife of Vijay K Thadani)

2. Veena Oberoi (Sister of Vijay K Thadani)

d) Parties in which the Key Managerial Personnel of the Company are interested 1. NIIT Institute of Information Technology

2. NIIT Education Society

3. Pace Industries Private Limited

4. NIIT Network Services Limited

Notes:

1. Previous year figures are given in parenthesis.

2. Includes Purchase of Goods from:

- NIIT (USA) Inc. Rs. 194.94 Lacs (Previous year Rs. 158.10 Lacs )

- Evolv Services Limited Rs. 53.96 Lacs (Previous year Nil )

- Hole-in-the-Wall Education Limited Rs. 36.00 Lacs (Previous year Nil)

3. Includes Sale of Goods to:

- NIIT Institute of Information Technology Rs. 28.66 Lacs (Previous year Rs. 24.59 Lacs )

- NIIT Institute of Finance Banking and Insurance Training Limited Rs. 15.38 Lacs (Previous year Nil)

- NIIT Technologies Limited Rs. 18.90 Lacs (Previous year Nil)

4. Includes Purchase of Fixed Assets from:

- NIIT (USA) Inc. Rs. 216.39 Lacs (Previous year Nil )

- Evolv Services Limited Rs. 6.40 Lacs (Previous year Rs. 54.60 Lacs )

- NIIT Technologies Limited Rs. 5.55 Lacs (Previous year Nil)

5. Includes Sale of Fixed Assets to:

- NIIT Technologies Limited Rs. 0.62 Lacs (Previous year Nil)

- NIIT Institute of Information Technology Rs. 41.90 Lacs (Previous year Nil )

6. Includes Rendering of Services to:

- NIIT (USA) Inc. Rs. 4,469.35 Lacs (Previous year Rs. 3,305.32 Lacs )

- NIIT Antilles N V, Netherlands Antilles Rs.1,866.37 Lacs (Previous year Rs.944.94 Lacs )

- NIIT Limited, UK Rs. 386.06 Lacs (Previous year Rs. 329.35 Lacs )

- NIIT Technologies Limited Rs. 262.90 Lacs (Previous year Rs. 54.47 Lacs )

- Evolv Services Limited Rs. 4.92 Lacs (Previous year Rs. 8.60 Lacs)

- NIIT Institute of Finance Banking and Insurance Training Limited Rs. 102.13 Lacs (Previous year Rs. 79.00 Lacs)

7. Includes Receiving of Services from:

- NIIT (USA) Inc. Rs. 246.20 Lacs (Previous year Rs. 150.23 Lacs )

- NIIT GIS Limited Rs. 3.73 Lacs (Previous year Rs. 5.94 Lacs)

- NIIT Smart Serve Limited Rs. 205.53 Lacs (Previous year Rs. 75.35 Lacs )

- Evolv Services Limited Rs. 137.31 Lacs (Previous year Rs.133.30 Lacs)

- NIIT Institute of Finance Banking and Insurance Training Limited Rs. 104.85 Lacs (Previous year Rs. 57.81 Lacs)

- NIIT Limited, UK Rs. 488.95 Lacs (Previous year Nil )

8. Includes Recovery of Expenses from:

- Hole-in-the-Wall Education Limited Rs. 23.68 Lacs (Previous year Rs. 17.70 Lacs)

- NIIT (USA) Inc. Rs. 10.78 Lacs (Previous year Rs. 37.09 Lacs )

- NIIT Institute of Finance Banking and Insurance Training Limited Rs. 116.21 Lacs (Previous year Rs. 103.27 Lacs)

- NIIT Technologies Limited Rs. 107.07 Lacs (Previous year Rs. 38.57 Lacs )

- NIIT GIS Limited Rs. 18.08 Lacs (Previous year Rs. 11.49 Lacs)

- NIIT Institute of Information Technology Rs. 93.54 Lacs (Previous year Rs. 35.26 Lacs )

- NIIT Institute of Process Excellence Limited Rs. 6.00 Lacs (Previous year Rs. 23.74 Lacs )

- NIIT Limited, UK Nil (Previous year Rs. 2.09 Lacs )

9. Includes Recovery of Expenses by:

- NIIT Technologies Limited Rs. 93.93 Lacs (Previous year Rs. 95.99 Lacs )

- NIIT (USA) Inc. Rs. 30.25 Lacs (Previous year Rs. 38.86 )

10. Represents Investments made in:

- NEO Multimedia Limited Rs. 70.00 Lacs (Previous year Rs. 290.00 Lacs)

- NIIT Institute of Finance Banking and Insurance Training Limited Nil (Previous year Rs. 405.00 Lacs )

- Evolv Services Limited Nil (Previous year Rs.181.87 Lacs)

- NIIT Institute of Process Excellence Limited Rs. 150.00 Lacs (Previous year Rs. 750.00 Lacs )

11. Loans Given relates to:

- NIIT Institute of Finance Banking and Insurance Training Limited Nil (Previous year Rs. 125.00 Lacs)

- NEO Multimedia Limited Rs. 32.00 Lacs (Previous year Nil)

- NIIT (USA) Inc. Rs. 2,511.85 Lacs (Previous year Rs. 241.10 Lacs)

- NIIT Institute of Information Technology Rs. 200.00 Lacs (Previous year Rs. 1,890.00 Lacs )

- Evolv Services Limited Rs. 155.00 Lacs (Previous year Rs. 13.00 Lacs )

12. Loans Given Received Back relates to:

- NIIT (USA) Inc. Rs. 2,158.88 Lacs (Previous year Rs. 3,361.40 Lacs)

- NIIT Education Society Rs. 35.00 Lacs (Previous year Nil)

- NIIT Institute of Information Technology Rs. 4,603.00 Lacs (Previous year Rs. 1,850.00 Lacs)

- Evolv Services Limited Nil (Previous year Rs. 115.00 Lacs )

13. Loans/ Inter Corporate Deposits Taken from:

- Scantech Evaluation Services Limited Rs. 1,155.00 Lacs (Previous year Rs. 980.00 Lacs)

14. Repayment of Loans/ Inter Corporate Deposits taken:

- Scantech Evaluation Services Limited Rs. 915.00 Lacs (Previous year Rs. 916.00 Lacs)

15. Interest Income from:

- NIIT (USA) Inc. Rs. 158.84 Lacs (Previous year Rs. 300.25 Lacs)

- Hole-in-the-Wall Education Limited Rs. 43.44 Lacs (Previous year Rs. 43.44 Lacs)

- NEO Multimedia Limited Rs. 1.26 Lacs (Previous year Nil)

- NIIT Education Society Rs. 0.55 Lacs (Previous year Rs. 2.80 Lacs)

- Evolv Services Limited Rs. 1.23 Lacs (Previous year Rs. 10.93 Lacs )

- NIIT Institute of Information Technology Rs. 496.32 Lacs (Previous year Rs 629.57 Lacs)

- NIIT Institute of Finance Banking and Insurance Training Limited Rs. 30.60 Lacs (Previous year Rs. 18.60 Lacs)

16. Interest Expenditure includes:

- Scantech Evaluation Services Limited Rs. 116.88 Lacs (Previous year Rs. 127.70 Lacs )

17. Includes transactions for the year with:

- Rajendra S Pawar Rs. 100.43 Lacs (Previous year Rs. 90.06 Lacs)

- Vijay K Thadani Rs. 163.20 Lacs (Previous year Rs. 90.37 Lacs )

- P Rajendran Rs. 108.38 Lacs (Previous year Rs. 126.85 Lacs )

18. Other Expenses includes:

- Renuka Thadani Rs. 7.20 Lacs (Previous year Rs. 6.24 Lacs )

- Veena Oberoi Rs. 4.32 Lacs (Previous year Rs. 4.32 Lacs )

- Pace Industries Private Limited Rs. 4.32 Lacs (Previous year Rs. 4.32 Lacs )

- Donation to NIIT Institute of Information Technology Rs. 715.00 Lacs (Previous year Rs. 150.00 Lacs)

19. Other Income includes:

- NIIT (USA) Inc. Rs. 67.77 Lacs (Previous year Rs. 67.96 Lacs)

- NIIT Antilles N V, Netherlands Antilles Rs. 856.13 Lacs (Previous year Rs. 774.26 Lacs )

- NIIT Institute of Finance Banking and Insurance Training Limited Rs. 170.37 Lacs (Previous year Rs. 133.32 Lacs)

- NIIT Institute of Information Technology Rs. 8.68 Lacs (Previous year Nil)

- NIIT Institute of Process Excellence Limited Rs.78.88 Lacs (Previous year Rs. 42.19 Lacs )

- NIIT Limited, UK Rs. 9.46 Lacs (Previous year Rs. 10.11 Lacs )

- Hole-in-the-Wall Education Limited Rs. 10.14 Lacs (Previous year Rs.8.33 Lacs)

20. Dividend Income includes:

- Scantech Evaluation Services Limited Rs. 832.44 Lacs (Previous year Rs. 782.89 Lacs)

21. Guarantees and Collaterals:

- Element K Corporation, USA Nil (Previous year Rs. 1,124.37 Lacs)

- NIIT Institute of Finance Banking and Insurance Training Limited Nil (Previous year Rs. 100.00 Lacs)

- Hole-in-the-Wall Education Limited Rs. 30.00 Lacs (Previous year Rs. 70.00 Lacs)

- NIIT (USA) Inc. Rs. 7,512.10 Lacs (Previous year Rs. 6,825.52 Lacs)

22. Commitment to support NIIT Institute of Information Technology to meet the shortfall if any in their project.

22. During the Previous year, the Company had disposed off its holding in Aesthetic Technologies Private Limited of 190,627 fully paid up Equity Shares of Rs. 10/- each for a consideration of Rs. 115,000/-. An equivalent amount of gain was recognised as the investment was fully provided for in the earlier years.

23. During the year the Company has paid additional loan of Rs. 200 lacs to NIIT Institute of Information Technology. Subsequent to the Bank withdrawing the subordination requirements on the loan, NIIT Institute of Information Technology has repaid total outstanding loan amounting to Rs. 4,603 Lacs during the year and there is no loan outstanding as on March 31, 2011.

24. During the year, the Company has made further investment in the equity shares of Rs. 10 each in its subsidiary companies as follows:

(i) Rs. 150 Lacs in NIIT Institute of Process Excellence Limited,

(ii) Rs. 70 Lacs in NEO Multimedia Limited (Formerly known as NIIT Multimedia Limited)

25. During the year, the Company has disposed off its complete holding of 10,950,000 fully paid up Equity Shares of Rs. 10/- each in its wholly owned subsidiary NEO Multimedia Limited (Formerly known as NIIT Multimedia Limited ) for a consideration of Rs. 317,584,207/- (Net of Expenses). The amount of Rs. 208,084,207/- has been recognised as Profit on Sale of Investment which has resulted in an increase in profit before tax during the year. After this disposal NEO Multimedia Limited ceases to be a subsidiary of the Company.

26. During the year the company has contributed an amount of Rs. 720 Lacs towards donations including Rs. 715 Lacs (Previous year Rs. 150 Lacs) in the corpus of NIIT Institute of Information Technology, a society registered under the Societies Registration Act, 1860 which is within the overall limits approved by the shareholders. This amount has been as shown as an exceptional item in the Profit and Loss Account.

27. During the Financial year, the Company has been granted approval for setting up unit in Special Economic Zone (ÃSEZ). The Company has subsequently started the process of setting up its unit in SEZ, few employees have been recruited in the SEZ unit who are undergoing training. As at end of the financial year, no production or development activities have started in SEZ unit. Production, development and revenue generating activities are expected to start in the first quarter of Financial year 2011-12.

29. The Company had acquired control in Evolv Services Limited (ÃEvolvÃ) as on January 15, 2008 and was also issued 359,780 warrants, each warrant entitles to acquire one share of Evolv Services Limited at an exercise price of Rs. 50.55 per share aggregating to Rs. 18,186,879/-. During the Previous year, Company had exercised these warrants to acquire equal number of shares in the share capital of Evolv, this had resulted

into a further increase in proportion of shareholding to 61.15%. The promoters of Evolv have an option to sell (ÃPut OptionÃ) their remaining shareholding to NIIT Limited at the put option price determined by a price valuer as on the date of exercise of the put option. Similarly, NIIT Limited has the option to purchase (ÃCall OptionÃ), 83% of the remaining shares of the Sellers shareholding at a call option price determined by price valuer as on the date of exercise of the call option.

30. The Company internally develops software tools, platforms and content/ courseware. The management estimates that this would result in enhanced productivity and offer more technology based learning products/ solutions to the customers in future. The Company is confident of its ability to generate future economic benefits out of the abovementioned assets. The costs incurred during the year towards the development are as follows:

31. The Companys wholly owned domestic subsidiary Scantech Evaluation Services Limited has declared dividend amounting to Rs. 832.44 lacs (Previous year Rs. 782.89 Lacs) in respect of which dividend distribution tax would be paid by the subsidiary. In terms of provisions of sub-section 1A of section 115O of the Income Tax Act 1961, dividend distribution tax payable by the Company, is net of the dividend distribution tax to be paid by the subsidiary company amounting to Rs. 135.04 lacs (Previous year Rs. 133.05 lacs).

32. SEGMENT INFORMATION

Primary Segment Information Ã Business Segment

The sub businesses are fully aligned to global learning business of the Company and the same are being viewed by the management as a single primary segment, i.e. learning business segment.

Secondary Segment Information Ã Geographical

33. TAXATION:

(a) Upon finalisation of Income Tax Return of Assessment year 2010-11 an amount of Rs. 31.54 Lacs (Net) has been charged during the year.

(b) During the year the Company has provided for an amount of Rs. 15 Lacs pertaining to Tax Payable as per Norwegian Tax Laws and a similar amount has been reduced from the Tax Expense as the same shall be claimed as a relief under section 90 of the Indian Income Tax Act, 1961.

i. Deferred Tax Assets and Liabilities are being offset as they relate to taxes on income levied by the same governing taxation laws.

ii. Deferred Ta x Asset on Long term capital loss has not been considered in absence of virtual certainty of availability of Long term capital gains.

34. a) Movement of Provision for Doubtful Debts

b) Certain overdue debtors balances aggregating to Rs. 6,768.29 Lacs (Previous year Rs.1,509.10 Lacs) relating to government customers are not provided for based on confirmations/ acknowledgment for services rendered, with the Company. Subsequent to the year end the Company has received an amount of Rs. 2,473.53 Lacs out of the above balance. The management is taking appropriate action for recovery of the amounts and is confident of recovery of the same.

36. LEASES

a) Operating Leases

ii. All other significant operating leases entered into by the Company after March 31, 2001, are cancelable on giving a notice of 1 to 6 months.

* Includes payment in respect of premises for office and employee accommodation

** Includes payment in respect of computers, printers and other equipments

b) Finance Leases

i. Assets acquired under finance lease comprise of Plant & Machinery, Furniture & Fixtures and Software. There are no exceptional/ restrictive covenants in the lease agreements.

38. Previous year figures have been regrouped/ recast to conform to Current year classifications.

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